Aracnor Part 6: Reshef's Reign
by ViewtifulDarnell
Summary: FINAL CHAPTER: The Avengers face off against Reshef and his guards in Time Square for the fate of the Earth.
1. Labor Day Weekend

Let's recap. My name's Jason Wheeler, but most people know me as Aracnor of the Young Avengers. The _unofficial _Young Avengers is the technical term at this point though. Long story short over the past summer instead of hanging out with my friends and girlfriend while doing my superhero gig I ended up fighting in a the Superhuman Civil War. Congress passed a Superhuman Registration Act and got Iron Man to help them promote it, Captain America on the other hand didn't like it and led an underground team of Avengers against it to fight crime secretly.

One thing led to another and eventually it turned into hero on hero fighting. The first fight ended with Bill Foster, Goliath, getting killed by a clone of Thor. After that Stature left the Young Avengers and Anti-Registration side to register. In the most recent battle Captain America was arrested and nearly assassinated afterwards before Iron Man finally agreed to stop the fighting for the most part. "For the most part" were the keywords though. Stature and a new team of Young Avengers showed up and attempted to arrest me while I was in the middle of fighting two supervillains and later went for the rest of my team. While the other Young Avengers were fighting my team I was attacked by half a dozen of the X-Men who were hired by S.H.I.E.L.D. to take me in. Luckily Pixie left the X-Men and came to our rescue.

Now it's Labor Day weekend and I'm planning on spending it the way I wished I spent my whole summer: relaxing with my girlfriend Miu... in L.A. I guess the one good thing that came from the Superhuman Civil War was finding my cousin, Molly Hayes, and the Runaways there. The Runaways said they were planning on heading back today so Miu and I are going along and we'll be back in New York before school starts.

*NOW...* "Everything packed, present and accounted for?" Nico asked while she paced around the Leapfrog making sure everything was where it should be.

"Yeah, yeah. Everything's great Nico, let's get going already," Chase replied sounding irritated.

"Hey, I don't wanna be over Ohio and find out we have to go back cuz Karolina forgot her cheetah print thong here," Nico explained.

"That only happened once," Karolina said in her own defense. "And I'm wearing it now so no need to worry about that."

"Okay..." Nico continued to search over everything. "Yeah... I think we got everything. Everyone's here. Let's go!"

"I can't believe we're actually going to LA!" Miu squealed excitingly.

"Believe it. And on top of that I'm spending every second with you, Aracnor is non-existant this weekend," I assured Miu.

"Even if there's a supervillain attacking the city?" Miu asked.

"The Initiative can handle it."

"Did you bring your costume?"

"Yeah."

"Why?"

"Just a reflex. I won't need it unless something REALLY serious happens and trust me, that won't happen. Not this weekend," I explained to Miu.

"Every weekend would have been better but this'll do for now," Miu smiled and kissed me.

"When we start school next week we'll be going to the same school, we'll probrably get a few classes together," I added.

"But you're a senior and I'm a junior. The only classes we'll have together are lunch and electives unless we take the same AP class," she pointed out.

"Then we'll take an AP class and the same electives and get the same lunch. It'll work out fine. Trust me."

Miu grinned and hugged me, "You're the best."

It was only a matter of time before we found ourselves in Los Angelos. Part of me was still in disbelief that I was actually going to have a normal weekend with my girlfriend. The whole idea was just too good for me to believe. When I dated Kitty we never had more than a day of slight normalcy with each other.

"HELLOOOOOOOOOOOO LA!" Chase howled as he landed the Leapfrog in front of a beachhouse and cloaked it.

"This is it?" I asked. I was surprised how big it was. Then again Nico did say it belonged to their parents and their parents were all supervillains so it made sense.

"Yep," Molly answered.

"Wow," Miu and I said simotaneously.

The Runaways showed us around before we started to bring our stuff inside. They had an extra bedroom for Miu and I to use while we were staying here. It was still early so we had time to go out and do something after we settled in. Chase, Nico and Victor went to get groceries while Karolina, Xavin and Molly went to the movies.

"You want the left side or the right side of the bed?" I asked Miu as I dumped my clothes into a drawer then tried to decide if my costume should join it.

Miu decided for me as she took the costume from my hands, dropped it into the drawer, and shut it; "I don't care that much. I guess the right side."

"What do you wanna do until everyone gets back?"

"Wanna go to the beach?" Miu suggested.

"Okay," I agreed.

"I'm gonna go change in the bathroom," Miu said as she took her swimsuit and left the room.

*Sunset...* "This is perfect," Miu said softly as we walked along the side of the beach. It was hard to believe that we had been out here all this time.

"It really is," I agreed as we stopped and stared at the horizon as the sun set over the ocean.

"I like the sound of the ocean, it's so much more peaceful here than New York. There's always screaming and guns and crazy things happening I feel like my ears will explode but here it's just the ocean. I mean LA isn't exactly a ghost town but it's better than New York and I can ignore it if I focus on the ocean," Miu explained. I didn't put much thought into Miu's powers before. She obviously has control of her hearing to focus on certain things or tune certain things out but she can't decrease her hearing to the same as everyone else's.

"Yeah, I get what you mean. I hate not being able to go 5 minutes without hearing about a supervillain attack. It makes me wish I wasn't Aracnor anymore," I sympathized.

"You wanna go back now? I'm kinda hungry," Miu said.

"Yeah, let's go;" I replied.

When we got back everyone was outside hanging out. Chase and Nico were barbequeing.

"Took you guys long enough to get back. We thought you got lost," Molly told us as we walked over.

"We were just walking on the beach," I explained.

For the next 2 hours we ate and hung out with one another. Once it finally started getting cold we ended up going inside and watched a movie(_I Am Legend_) before going to sleep.

*3:30 AM...* "Jason... Jason..." Miu whispered as she shook me.

"What?" I groaned.

"I can't sleep," she told me.

"... Why not?" I asked hoping this would be over soon.

"Well I have super hearing... and Karolina and Xavin are..." Miu started to say.

"Oh... Oh!" I didn't put together what she was talking about right away but once I did it woke me up. "Umm... wow. What time is it?"

"3:34," Miu answered.

"And they were at since like 1:30?"

"More like 2 something but still, I can't sleep cuz all I hear is them," Miu complained.

"Come on," I told Miu as I got out of bed and grabbed my pillow and the top blanket of the bed. Miu followed me with her own pillow as I led her outside to the back. "Can you hear them out here?"

"No... just the ocean," Miu replied. Even the dark I could tell that made her smile.

"We'll sleep out here then," I told her as I threw the pillow and blanket onto the swing and sat down with Miu who leaned against me as we started to drift into sleep.

Today the Runaways showed Miu and I around LA for the day. I'm not sure if it's because I don't live here normally, because I was spending all my time with Miu or because I didn't have to worry about being a superheo for once. One thing was for certain, the crime rate was definately lower on the West Coast. I did miss the landmarks though. There wasn't anything remotely close to the Statue of Liberty in LA.

We ended up getting back inside around 11:30pm. We weren't exactly ready to go to sleep yet but everyone was tired and just ended up retiring to their rooms. Miu and I stopped in the kitchen and grabbed a bag of chips and a couple cans of soda before heading up stairs to our room. I immediately threw myself onto the bed and let out a sigh of relief. My legs were sore from walking around all day. If only I could've been web swinging.

Miu on the other hand walked over to the radio and turned on the radio before joining me on the bed. "I wish we had a tv in here instead," Miu said as she opened the bag of chips.

"Better than nothing, not that I'm the biggest fan of the radio. I never bother with it," I replied. The song that was on ended and a comercial started.

"I hate radio commercials. They take forever," Miu groaned.

"Definately," I agreed as I grabbed a handful of potato chips.

"What are we gonna do next year when you go to college?" Miu asked.

I thought for a few seconds before answering, "Well I guess it depends on where I go. I'm probrably going somewhere in state like ESU so it isn't like I'll be far so I don't think we need to worry that much. I mean even if I go upstate I'll be able to come home on weekends," I explained.

"I'm just... idunno, scared I guess that we won't be together like this ever again," Miu confessed.

"It's juts cuz you're used to me not being around cuz of the war. It's over now. School's starting. We're gonna together more," I told Miu.

She smiled, "I like the sound of that." I kissed her. The comercials on the radio finally ended and a song started. "Ooh! I like this song!" It was "Shake Your Body(Down To the Ground)" by The Jackons. Miu got up from the bed and started dancing and singing.

I sat up and watched Miu as she continued to dance and sing to me. As the first verse ended Miu pulled off her shirt and was left in just a purple zebra stripe bra. Miu winked at me and threw me the shirt as she continued to sing and dance.

I opened my mouth to say something to Miu but I was lost for words. Miu grinned seductively at me before turning around, unhooked her bra and letting it fall to the ground. When she turned around she made sure her hands were covering her boobs before she picked up a pillow from the bed and picked up a pillow to cover her boobs with.

"So when are you letting go of that pillow?" I asked Miu.

"I like it. I think you're gonna have to take it from me," Miu replied.

"Fine," I told her as I grabbed the pillow but Miu held onto it. "That's how you want to play?" I asked as I started to tickle Miu's sides and stomach.

"Stop it," Miu said between giggles. "Cut it out Jase."

"What's the magic word?" I slowed my tickling slightly and started to kiss Miu's neck.

"I love you," Miu said. I stopped everything and looked into her eyes, unsure if I had heard her correctly. "I love you," she smiled.

"I love you too," I smiled at Miu and kissed her.


	2. All Good Things Must Come To An End

- Miu and I surprisingly didn't do anything last night. Ironiclly I think we might have had we not confessed we loved each other. I wanted to tell Miu that I loved her ever since we got to LA but I wasn't entirely sure how she'd react.

Today we drove to San Francisco to spend the last day of the break. We had just eaten lunch at a pizzaria when we noticed a crowd forming outside of an electronics store window where the TVs were displayed. We joined them to see what was so interesting. When I saw it my heart nearly stopped.

Reshef's face was on the screen, "Greetings, citizens of Earth. My name is Reshef, I am responsible for depowering most of your mutant population several months ago.* I have returned to Earth to rule over you. This is not an invasion by any means, simply a fresh start and a chance for your broken world to be healed. I have the technology to do so. In 24 hours I wish to have responses from your world leaders surrendering all control of your countries to me. If not, I will be have to do so by force. Send any superhumans you want, I have an army made of up of the best warriors from across the universe. It's your choice. Surrender peacefully or cause your entire a tremendous amount of greed. Until then I will be waiting at your Statue of Liberty."

* - Reshef depowers the mutant population using a sample of Jason's DNA in Aracnor Part 3: Powerless

"No..." I muttered. "This can't be happening. IT CAN'T!"

"He caused M-Day?" Nico was astonished.

"Yeah. He's the most powerful thing I've ever seen... I have to get back to New York. I have to stop this!" I tried to explain the thousands of thoughts that were flowing through my head at once. Reshef was back and he had his entire army. How large could his army be? Could he be defeated? Does he have a weakness? How fast can I get to New York? Was he watching us this whole time, waiting for an opportunity when the heroes were most divided to attack? Is Rachel still with him?** Is she going along with this or is she still on our side? A lot of these questions I didn't want to know the answers to, mainly because I had a feeling about what the answers were, and I didn't like them.

** - Rachel joins Reshef at the end of Aracnor Part 3: Powerless

All of these thoughts continued to run through my head we headed back to LA. It was night by the time we got back and I was panicing. The Initiative was probrably going to send a team to fight him, but it won't work. He's too strong, his army's too strong. Fighting Reshef head on is suicide, yet I still feel the need to get to New York to stop him right now.

I opened my drawer and threw out everything until I found my costume. I turned around to leave with it but nearly bumped into Miu on the way out.

"Don't go Jason..." she sobbed.

"I have to. It's my faullt that M-Day happened, and I'm one of the few people in the world who knows what we're dealing with. I'm gonna be back. I don't know long this will take but, one day I'll be back;" I tried to reassure Miu.

"What if you die?" she cried. "What if you die and I never see you again! I love you! I'm not losing you! I can't!"

"You aren't losing me Miu, I'll be back. You know I will," I tried to hold myself together and reassure Miu that everything would be alright. I couldn't stand seeing Miu cry and the fact that I wasn't entirely sure of myself with this one.

"You went to war all summer. You're not coming back anytime soon from this. And we both know you can die... We love each other... I can't lose you yet... Please Jason..." Miu buried her face in my chest.

"I don't have a choice Miu... I have to do this as much as as I want to stay with you..." I sobbed to Miu.

"We just started getting close again... don't leave me yet. I need you to love me," Miu went on.

"I do love you, Miu. More than anything else in the world that's why I need to do this, for you;" I tried to explain.

"Not like that Jason. I need you to LOVE ME. Just once... just for tonight..." Miu looked up into my eyes.

I wiped the tears from her face knowing exactly what she meant, "Okay. I'll love you tonight. And I promise you that tonight isn't going to be the only time... I'll be back."

The next morning I held Miu in my arms in bed while we were trying to find a way to keep our perfect night from inevitably ending. Deep down I know this is what we both wanted our first time together to be like but the problem with it was that we didn't want it to end because we knew I would be gone if it ended.

"Remember how we met?" I asked Miu as I ran my hand through her hair.

"How could I not? You saved me from a Sentinel when I was walking home from my friend's house... I was so scared and then you came along and I felt safe," Miu smiled. "I knew you'd always protect me."

"I love you so much," I whispered to Miu.

"I love you too, more than anything else," Miu replied.

We went on for the next hour or so before I told Miu I needed to get dressed and leave. It was probrably the most difficult thing I'd done in my life. We planned on leaving in 2 groups. One would be the group that was planning on fighting Reshef: Molly, Nico, Karolina, and Victor would leave with Miu in the van to bring her back home. Chase, Old Lace, and Xavin would come with me, first to the X-Mansion to see what the X-Men were planning on doing and then, depending on them, going after Reshef.

While we were on the way the 24 hour time period ran up and Iron Man had went to the Statue of Liberty with some of the Avengers to fight Reshef. I had high doubts that this would go over well.

"You have a USB port on here? I want a recording of this for later," I explained. Chase pointed to one and I stuck a flashdrive I had in it and started to record the footage.

*Statue of Liberty*

"I'm assuming that you Avengers aren't here to surrender your country," Reshef grinned impishly.  
"How right you are," Ms Marvel replied.  
"Pity..." Reshef turned his back and started walking away.  
"What the hell? Don't walk away from us!" She-Hulk called at him.  
A portal opened at that second and Ruin emerged with an alien I didn't reconize. Reshef walked through it and disappeared.  
"This is gonna be fun," the alien I didn't reconize replied. He looked like a giant furball with hands and feet. I was worried, I knew Reshef wouldn't allow something weak to join him. It must've been dangerous.  
"One question," Ruin grasped a blaster on her left thigh.  
The Avengers were all ready to attack.  
"Where's Aracnor? I've been dying to see him ever since I found he was repowered. After all, I was the one who had the honor of taking his powers in the first place. They sure did come in handy," Ruin spoke calmy. The fact that she drew her gun and shot Wonderman went nearly unnoticed. Wonderman had almost no time to avoid the attack, and he didn't. The blast got him in the shoulder.  
"Avengers Assemble!" Iron Man called. Iron Man shot a repulsor blast at Ruin but she dodged it easily. She was just as fast as the last time I fought her. Xion(the furball) wasted no time in hurling Wonderman against the base of the statue. She-Hulk punched Ruin in the face but had Sentry thrown at her by Xion. Ruin drew a new weapon. This time it was a sword of some kind. I couldn't tell what the blade was made out of but it looked hot. She flicked her wrist behind her and sliced off Ms Marvel's hand. She screamed out in pain but didn't bleed.  
"You monster!" Wonderman turned to his ionic form and went for Ruin. She ducked and stabbed it through his abdomen, splitting him in two as he flew forward.  
Next Xion used everyone's distraction as a chance to tear off Sentry's legs. He then proceeded to eat him. Everyone was so distracted that Ares didn't notice Ruin sneak up behind him and slice his head off.  
Luckily the attack ended here. Reshef emerged from the portal once again. "Ruin, Xion, please cease," he ordered calmly.  
He walked towards the group of beaten Avengers. Iron Man and She-Hulk still seemed to have some fight in them but Ms. Marvel was in no condition to fight and the two who could knew they'd lose.  
"It's a pity you didn't surrender. Now I'll have to take this whole planet by force." Reshef turned towards the camera, "Citizens of Earth. Remember this day. Now, my forces will be targeting Camp Hammond, The Baxter Building, Thunderbolts Mountain, and anywhere else you superheroes may be hiding. You have the choice to surrender, I'll spare your lives. I'm sparing Iron Man, She-Hulk, and Ms Marvel just to show you how merciful I can be. Those of you who choose not to give up willingly may not live. You never know. Farewell."

"Crap..." I muttered.

"How'd they do that? They tore the Avengers apart like they were tissue paper," Chase was astonished.

"Are we really planning on fighting them?" Xavin asked.

"Unless you have a better idea," I replied.

At this point I thought things had hit their low for the day, but I was wrong. We got to the X-Mansion but it wasn't there. All that was left were ruins. Did Reshef attack here already? We landed anyway and looked around until we found one of the entrances to the subbasement which was undamaged luckily. I brought up the video we had of our fight against Reshef from months ago then saved a copy to my flash drive.

"You fought him already, what can he do?" Xavin asked as we re-entered the Leapfrog and started to head to the city to try and help, if possible.

"Well he's strong, fast, can fly, absorb powers and send them back stronger, and disable powers temporarily. Psychic attacks seemed to work on him though," I explained.

"So we're out of luck?" Chase asked.

"Kinda," I replied. "This thing have a stealth mode?"

"No."  
"I'll take care of that," Xavin used her powers to turn the Leapfrog invisible for us.  
"What about weapons?"  
"No."  
"Great... we're half-screwed if they track us somehow," I groaned as I turned on a computer and went to the New York scene, then the Camp Hammond one on another. The New York scene wasn't pretty. The Young Avengers, minus Cassie, were fighting Skrulls. The thing is that these had the powers of heroes. One of them had Wolverine's claws, Cyclop's optic blast, and Collosus's skin from what I could tell. The Young Avengers were barely able to handle themselves.  
"The New York scene looks pretty bad. Time Square's got a Skrull problem, no offense Xavin," I explained.  
"None taken. To be honest I'd like to join the quarrel there," Xavin replied.  
Then I looked at the Camp Hammond scene. They didn't have as much of a problem when it came to numbers. The thing was they had Demise, Ruin, Xion, and some sort of shark type creature.  
"Great... Camp Hammond's got the two from the news, the other guy I fought, and a shark," I announced.  
Suddenly the Leapfrog was hit by something. A missle?  
"What the hell was that? Aren't we invisible?" I yelled as I was thrown against the wall.  
"We ARE!" Xavin replied.  
"Well clearly they have something to see us with. Chase, open up the hatch, we're defenseless!" I commanded.  
"What the hell?" he yelled back as he crawled to the controls, he needed to steer us straiight again.  
"Just do it!" I told him. "I know what I'm doing!" I hopped out. We were under attack by some sort of bat creature.  
The bat wasted no time in pinning me to the side of the Leapfrog. He punched me hard in the face. I kneed him in the gut in an attempt to get out of his grip but it didn't work. I managed to shoot a load of web into his eyes and he let go. He tried to fly away but I kicked off of the Leapfrog and tackled him in the sky.  
"I was expecting more from Reshef," I taunted him as I punched him hard in the jaw.  
"Be careful what you wish for," he replied as he shot an energy blast out of his mouth and at me. I started to fall but I shot a webline at his foot, he cut it.  
I looked down and saw an open field, nothing for me grab. I was screwed. Even if I survived the fall it would take way too long for me to heal and still be able to fight him.  
"Gotcha!" Xavin grabbed a hold of me. She had flown out to help.  
"Thanks, I owe you one," I said.  
I looked up and saw the bat was flying towards the Leapfrog. It opened its mouth and started to form a huge energy ball, he was going to kill Chase and Old Lace!  
"No!" the two of us screamed simotaneously.  
Xavin formed a forcefield around us, then another around the Leapfrog. The blast didn't do any damage.  
"He's not stopping anytime soon, we need to stop him somehow," I pointed out.  
Xavin's nose was bleeding from the stress of maintaing the force field around the Leapfrog. The bat shot another blast at it and Xavin looked ready to pass out but didn't. Problem was she let down the shield afterwards.  
"Throw me Xavin, I'll finish this," I instructed as the bat prepared another blast, "HURRY!"  
Xavin grabbed me and hurled me as strong as possible. The thing was Xavin didn't aim. I wasn't heading towards the bat, I was in the path of the bat's blast. That meant I needed to go for plan B which required perfect timing.  
As I passed through the path of the blast I shot a webline at the Leapfrog, it snagged me back into the path of the blast. It hit me dead on, I was knocked through the wall of the Leapfrog and into Old Lace.  
"Hey Chase, Old Lace... you meet the neighbors yet?" I asked as I tried to think of something to do now.  
"Crap... the engine's out," Chase started hitting switches in an attempt to save us.  
"We needa abandon ship then," I said.  
"No! We're not leaving Leapfrog!" Chase protested as Old Lace growled(it seemed directed at me).  
"We have to!" I yelled back.  
"Just go! I'll be fine!" Chase yelled.  
I made a parachute out of webbing and was getting ready to jump as well but I turned back to Chase, "Dude..."  
"I'm not leaving," he told me.  
I wasn't sure what to say so I nodded at him before I jumped. When I landed Xavin wasn't far behind me. We saw Leapfrog crash about 10 miles away from where we landed. The bat followed it.  
"Chase..." Xavin said weakly.  
*Half an hour later...* We landed near a forest so we thought it would be best if we hid there. We had a fire going.  
"What now?" Xavin asked me.  
"Not sure... Vic, we don't even know what happened in New York and Camp Hammond..."I pointed out.  
"We'll find out eventually..." she told me.  
"Yeah... well either way we need to be ready to stay on the run and out of sight. That bat was strong, and it was just one person. We have to be prepared for the worst," I explained.


	3. Pawns Take Knight

*One week later...* Reshef managed to take control of almost the entire world by the end of the first week. The only countries he didn't control were Atlantis and Wakanda. Black Panther sealed off Wakanda so they'd be untouchable by Reshef. A lot of people were mad about that, they said he should have let people in first. I wasn't. If Wakanda's untouchable then there's still at least two superheroes out there.  
Reshef turned Camp Hammond into a prison for the superheroes he captured, then he used some sort of power-neutrilizer neckbrace to keep anyone from fighting back against him. He also mentioned specialized prisons for other heroes. I'm guessing it depended on how much of a threat he considered them.  
I wasn't sure what he was doing with the weapons yet. He was saying something about confiscating them but didn't give away a location, not that it'd matter. He has his people guarding Camp Hammond so he'd definately have more guarding all of the weapons. That was probably where the Leapfrog was. Old Lace and Chase were at Camp Hammond.  
There were a ton more there that he captured recently. The entire Fantastic Four, Moon Knight, the Thunderbolts, Falcon, Cage, Spider-Woman, and a bunch of the Initiative heroes I didn't know. Communication between heroes was difficult. To keep Reshef from tracking us we had to buy pre-paid phones, then after that we needed to meet up with another group to just exchange the numbers we had before we split. We didn't want our groups to get too large, they'd be easily suspected. Reshef was looking for us. At this point Miu was home and safe, or at least as safe as you could possibly get with Reshef ruling the world. Xavin and I met back up with Molly, Nico, Victor and Karolina and started to travel with them.

"Jason... where are we going?" Nico asked me.  
"I'm not sure yet. I'm really not," I told her. We were driving a van that I stole. Luckily I had my license. Well my fake license. I got it from Fury when I went underground before the registration act. We got lucky that no one ever stoppeed us. I had no idea how to explain what the six of us were doing.  
"Are we going to meet up with anyone? I remember you were talking to Echoe about an attack on Reshef's forces. Are we doing anything in that?" Nico asked me.  
"Other than observe it? No. It's too soon, to be honest I want to observe how they fight before making a move. They're tough and probably near impossible to defeat," I pointed out.  
"Jason... your phone's ringing," Molly told me.  
"Who is it?"  
"Peter."  
"Pick it up, put it on speaker for me," I told her.  
"Jason. Hey, Reshef caught Ronin a few hours ago. It's just me, Cap, Daredevil, Cloak, and Dagger now," Nathan told me.  
"Who'd you guys fight?" I asked on.  
"Xion and a few of those Skrulls."  
"Any noticable weaknesses yet?"  
"No."  
"Damn... someone needs to find something's weakness. We're losing worse than we did in the SCW(Superhuman Civil War). And Reshef's playing for keeps," I said grudgingly.  
"Yeah... well on a bright note I got Kitty's number for you, some of the X-Men escaped."  
"Really?" I pulled over onto the side of the road and searched the car floor for a pen and paper then copied down the number as Pete read them off.  
"Thanks man. You're the best." I needed to know what happened at the X-Mansion. The entire thing was razed and there was no sign of what happened. Did Reshef attack them early on to prevent them from trying to raise a rebellion against him or was it something else? Could it have had something to do with Rachel who, as far as I know, is working with Reshef now?

*Later that night...* I pulled the car over and parked it in an empty parking garage. Xavin turned the car invisible just in case we needed it. By 11 all anyone did was stand around outside the car listening to the radio. I walked off away from them so I could call Kitty.  
"Hello?" Kitty answered after three rings.  
"Hey Kitty it's me, Jason," I replied.  
"Jason? Oh God, wow. I completely forgot about you, I haven't seen you in like forever," Kitty said.  
"Yeah. Sorry about that, I've been all over the place lately. I'm in Iowa now. How bout you?" I asked.  
"Nevada. Look, Jason there's something I need to talk to you about," Kitty answered with a sigh.  
"Okay... is it about what happened to the X-Mansion? I went there last week and it was gone. Did Reshef do it?" I asked.  
"No, we had a problem with the Sentinel squad 'standing watch'. They went haywire and the pilot couldn't control them, they attacked," Kitty explained. "A few of the other students died...:  
"Oh... Do you know anything about Rachel? Is she with Reshef or-"  
"She's with Reshef, no doubt about it," Kitty told me.  
"Damn..." I sighed. "I'll keep in touch."  
"Bye Jason," Kitty hung up.  
At this point I wanted to call Miu but I knew I couldn't. She was safe now, or at least as safe as she possibly could be. She was just another teenager in New York. Yeah, she's a mutant but all she has is superhearing, nothing Reshef would consider dangerous. I was afraid if I called her or contacted her at all Reshef might find out and use her to lure me out in the open. I couldn't risk it. I had to settle for the next best thing which was looking at a picture of her I had with me.

"Hey, Jason? You okay?" Nico emerged from the car and walked over to me while I reminisced.  
"Yeah, I just miss Miu, that's all," I replied before putting the photo back in my pocket.  
"It must suck... I can tell how much you two are in love," Nico put her hand on my shoulder.  
"Yeah, I can't wait to see her again if we ever get out of this mess."  
Suddenly my spider-sense screamed in my head as one of Reshef's Skrulls had appeared in front of us. This one was the one that had the powers of some of the X-Men.  
"Aracnor... we meet at least," it greeted me and didn't seem to care about Nico.  
"I didn't know I was so popular. You want my autograph?" I tried to hide my fear behind a joke.  
"Jason..." Nico stepped back.  
"Three. Star. Six." I told her. It was a code. 3*6. It was meant for the Runaways to know to leave without us because we were in danger. I hid my phone behind my back and sent the text. Keeping them out of it seemed the best, there was a good chance that either one of us may get killed or captured right now.  
The Skrull didn't hesitate, the first thing he did was shoot an optic blast at the two of us. I grabbed Nico and jumped out of the way.  
"Nico, go find something to cut yourself with, I'll hold him off," I instructed.  
I lunged at the X-Skrull. He stabbed me in the arm with his claws as I punched him in the face. I flipped over him and then I threw him into a tree. He teleported before he hit it. This meant he had Nightcrawler, Wolverine, Cyclops, and Collosus's powers. Not good for me.  
X-Skrull shot an optic blast at me from behind which I barely managed to duck out of the way of. Then I realized something, that's what Nightcrawler did. He was teleporting the same way he would. I shot a webline at him but he teleported again, exactly what I wanted. I spun around and grabbed him as he re-appeared, right in front of me.  
I grabbed him and started to punch him as hard as I could. His skin was as tough as Collosus's. I felt like my bones in my hands breaking with every hit but I ignored it while he started to teleport the two of us all over the place in an attempt to throw me off but I refused to let go. The teleporting did make me dizzy though. It was nothing like Wiccan's which felt like I hadn't even gone anywhere.  
X-Skrull used this to his advantage when he shot an optic blast at me. I let go easily. For a second I didn't know which way was up but then I hit the ground. Up was left when I landed. I rolled over as my spider-sense went wild. He was shooting optic blasts while teleporting. Bad combo. I had to jump, duck, dive, roll, and do anything else I could to avoid the constant barrage of optic blasts.  
"Jason! I got it!" Nico came running back with her Staff of One in hand.  
"Duck!" I yelled back as I saved her from an optic blast.  
I shot a webline straight forward hoping it would go into one of the portals and it did. Problem was it hit Nico. Not my brightest idea. I jumped back and over to Nico then ripped it off of her and at the same time protected her from the next optic blast. "Okay, we're gonna need a new plan," I told her.  
"I can't think of any spells I haven't used," Nico explained.  
"You really need to learn Latin," I told her as I grabbed her and jumped into a tree. "Give me a sec to think of something." [I took Latin as my second language class. I guess it finally became useful.]  
"Think of what?"  
"Latin. Okay... mors, mortis. Varied, is, i. Morti... Skrull?" I muttered as I tried to think of a spell. "Try 'Morti Skrull'!"  
"Morti Skrull!" Nico yelled as she pointed her staff at the Skrull. The Skrull stopped teleporting and blasting. It fell to ground and burst open. He died.  
We walked over to the body and looked at it. "What'd I do to it?" Nico asked.  
"Killed it. Mors means death in Latin, Morti means to death or for death. So the spell was 'Death to the Skrull'. Glad it worked, I can't remember how to say 'kill' in Latin," I explained.  
"Why didn't you have me say it in English?" she asked.  
"Because we've got more Skrulls to deal with later on and you won't have me with you all the time to give you a Latin spell," I told her.  
"Okay. Well let's steal a Latin book from somewhere then. Might as well see if I can find something else on witchcraft too. One time per spell isn't going to cut it much longer."  
"Let's get out of here then, before Reshef realizes something's up," I told her as we ran off into the darkness.

*3 months later...*

Nico and I were alone now. We didn't communicate much outside of the two of us and we didn't bump into anyone either. Reshef had caught a lot of people and we were doing our best to avoid that same fate. He had us near the top of his wanted list since we actually managed to kill one of his soldiers. One thing we noticed was he wasn't capturing as many as he used to. There were still a number of us in hiding but at this point he was lucky to get one of us a day. In the beginning he was getting groups of 10 or more.  
I woke up the next morning, Nico was still asleep in the other bed. We'd been staying in small motels whenever we could find one. I started pickpocketing people to get some cash for the night(I hated myself for doing it but what choice did I have?). It wasn't much but it was enough. We were managing to get by.  
I got up and turned on the tv to the news. Nico woke up during the middle of it as I started to get dressed. "Nothing..." I muttered. I was hoping we'd see something about Echoe's attack on Reshef's forces but it didn't show up yet. I guess that was a good thing. That means the attack didn't happen yet, or it might not even happen at all. Either way I didn't plan on getting involved.

*Elsewhere...*

"Master..." Rachel entered Reshef's control room.  
"Yes Rachel?" he asked.  
"At the rate we're going at now it'll take years to capture all of the superheroes," she pointed out.  
"What do you suggest then?"  
"They're superheroes. Just because they're hiding it doesn't mean that they've changed that. I say we hire every super villain we can find into causing crimes throughout the country. The heroes will come out to stop them. After the villains wear them down then we send in some of our guys for the capture," Rachel explained.


	4. King Takes Pawn

I hadn't been in New York for a full year. I was still having trouble believing that it was only one year. The life I was living two years ago was practiclly a dream now. It felt so weird when I passed the comic shop I used to work at or even the places I used to fight super villains at. I wished things were as simple as they were back then.  
I saw a few wanted posters hanging on the sides of buildings and electric poles. That meant there were other heroes hiding like I was still. Considering almost everyone Echoe had with her got captured that was a good thing for us. If we ever found a real weakness to Reshef we'd have people on the outside still who might be able to pull off a miracle. I started looking at the posters: 3-D Man, X-23, Wolverine, Gauntlet, Armory, Taskmaster, two of the Scarlet Spiders, Deadpool, and then I saw my own poster. It wasn't too flattering seeing my own face on a wanted poster. Even if I had my costume on in the pic. Thing is they had a sketch artist get my face, it was pretty accurate too. I pulled it down, folded it up and placed it in my pocket then kept walking. It might make a nice souvineer if we ever get out of this mess.  
I ended up walking around the city until I got to Midtown High. I looked at the time and saw it was 4. Part of me had wanted to see Miu but the rest knew how dangerous it was. If anything I would just look at her before leaving. I went to the back of the school to check the soccer field. There was a game going on for the girls' team. I scanned the field until I found Miu running down the field. She looked just as beautiful as she did the last time I saw her. How much longer was it going to be before it would be safe to be with her again?  
I stared at her a few minutes longer before I she came off the field at the end of the half. I saw her starting to look up at the bleachers. I almost stayed long enough for her to see me, maybe she did, but I turned my back before she could recognize me and left. It wasn't easy for me to do. More than anything I wanted to go down and talk to her but I couldn't.  
Part of me was regretting coming back to New York. Just seeing Miu didn't do much for me other than make me want to go talk to her and I knew how dangerous it was heading back here. Reshef had a better chance of finding me in a city than he did when I was in the middle of nowhere.  
My spider sense started to tingle. Looks like that part of me was right. I turned and saw the bat creature I fought last year. "Well look at what we have here," the bat creature(Z'Fett) said.  
"Would I be wrong if I guessed you were here to welcome me home?" I asked sarcasticlly.  
"In a sense. You shouldn't have come back Wheeler. Reshef's been looking for you," Z'Fett told me.  
"Looks like he'll have to keep looking," I told him before I swung off. Z'Fett flew after me. Running might have been one of my best plans for once. This city was my playground, not his. I could do this with my eyes closed if I wanted. All I needed to do was shake him off my tail or kill him then get out of the city. Considering I had doubts I could kill him on my own I aimed for my first plan.  
I jumped off of a rooftop and touched ground, then lept back into the air and swung around the corner and into an alley.I turned another corner and emerged into Time Square. I landed on a sign advertising Coke and looked back at the bat. He stopped and then I realized he was like a bat on Earth: blind. He was trying to track me with sonar. His sonar must've been detailed though so I slowly dropped down to the ground and walked down into the I blended in with the people of the city then maybe he wouldn't find me. If that worked then I'd be safe.  
My spider-sense went off, Z'Fett found me. I ducked and tackled him onto the subway tracks. He kicked me off of him and into the ceiling as a train drew closer. I punched him as hard I could in the jaw and he stumbled around disoriented before falling over. I picked him up and waited for the train. "Can you regenerate by any chance?" I asked him as I placed him in facing the train before myself as he struggled to free himself but he hadn't recovered from my hit yet.  
I felt a rush of pain as the train slammed into us. I didn't bother paying much attention to it though, instead I broke his head through the glass of the subway train. "Don't mind us. I'm a good guy," I told the conductor. I knew there was a good chance at this point that I could die, my regeneration probably wasn't fast enough for me to recover from this, but I refused to go out without taking Z'Fett with me.  
I pulled Z'Fett's head out of the subway and threw him onto the tracks, the train quickly ran over him. I jumped onto the next platform and waited for the train to pass. Next I jumped back onto the tracks and saw Z'Fett's motionless body. Motionless and broken. There was no way he could survive getting run over by a subway, could he? Either way I had to check. I walked over and picked him up. He groaned, still alive. Damn! I opened up his mouth and shot a load of web down his throat until I knew it was clogged enough to suffocate him. I dropped him, turned my back and left.  
I climbed back onto the platform and walked through the awe-struck onlookers. I didn't need to be attracting attention now. I already drew too much attention and I half expected Reshef himself to be waiting around the corner for me and I still hadn't fully recovered from the impact of the subway hitting me.  
I was almost right. While I was walking down the street my spider-sense went off, I side-stepped a needle of some sort and looked back to see Ruin before the needle turned back and hit me in the neck before I could react. Everything went black.

*A few hours later...*

I woke up and paniced immediately. I was strapped to a surgical table in a room I'd never seen before.  
"Awake at last?" Reshef asked. I tried to lash out at him but couldn't. "Adamantium cuffs," he explained.  
"I'm gonna kill you! I swear!" I barked at him.  
"Oh really?" Reshef asked me. "I doubt it. But while you're here I have a few questions for you before I get to your punishment."  
I glared at him.  
"Where are the others?" he asked patiently.  
"What others?" I asked retoriclly.  
"You know which others," Reshef walked over to a table and picked up something, it looked like a tazer.  
"Oh. Them? I haven't heard from them in months. You're out of luck," I replied. I wasn't going to give him the satisfaction of beating me mentally too. Whatever he did I had to take it.  
Reshef wasn't happy with what he heard, he shocked me with the tazer, "Wrong answer."  
"Dude, seriously look at me. I'm not much of a team player these days. Who would I be in contact with at this point?" I asked.  
"You do run a good point. But I'm sure there is something you can do for me, other than what you've already done," Reshef started.  
"What the hell are you talking about?"  
"You were passed out for quite some time," Reshef ignored my question.  
I tried to break free and attack him, "What the hell did you do to me?"  
"Simple. I borrowed some DNA from you and.... enhanced it. Then I cloned you. It wasn't the most difficult process in the world. I was rather worried in the beginning though but the results were phenominal," Reshef explained.  
"I'll kill you!" I barked at him.  
"Jason, I'm shocked that you would say that. I would imagine that you'd want to at least see the new you," Reshef went on.  
"Hey Jason," someone walked into the room. It was me. Well, not exactly. He looked like me a bit, his face was the same but his eyes weren't. He has six of them for starters. Six black eyes. And his teeth were sharp like razorblades. He had two normal arms and four spider arms. He was grinning evilly at me. My clone.  
I didn't even know what to say. I was cloned. Kind of. My DNA was enhanced and then this... thing was created from it. What was I supposed to say to the other half of me?  
"Now... shall we proceed to your punishment?" Reshef asked me. "I was thinking I could send you to Demstar IV. The king there has been looking for new gladiators lately. He'd probably like you. You're scrappy," Reshef sat down in a chair. My clone hung upside down from a web next to him.  
"I like that idea," Spider-Jason agreed. Then he turned to Reshef, "I speak for myself, aka him, when I say he's ready, willing, and able for it."  
"I'm gonna kill you!" I yelled at him. "I'm gonna kill all of you! I swear!"  
"So you say," Reshef sighed. "Now, before I sell you to King Zelku, the king of Demstar IV if you haven' figured that out, I have an old friend who's been dying to see you."  
Rachel walked into the room.  
"I'll give you kids some privacy," Reshef said as he walked out.  
"Jason, long time no see," Rachel sounded like she didn't know she was evil at this point.  
"I liked it that way actually," I replied.  
"Aww... you know that would have hurt my feelings a year ago. I used to have a crush on you," Rachel said.  
"I'm flattered," I told her sarcasticlly.  
"Fine, don't tell me what you're REALLY thinking I already know. Jasey here told me all about it," she was reffering to my clone who was now standing by her side. "We make such a good couple, don't you think?"  
"Yeah, I guess so. Two complete psychoes should be together, that way they can die together," I told her.  
"Hmm... well I just happen to see the big picture here. Reshef rules the world, he's one of the most powerful beings in the universe, being on his side is a smart move. It means we won't die no matter how you 'threaten' to. Rebelling against him is suicide, you already know that. And now you're going to be sold as a gladiator to King Zelku, and you'll just fight until you die," Rachel explained my fate. "Face it Jason. The 'good guys' aren't going to win this one."  
"I swear I'll kill you two," I stared into her heartless eyes.  
"Right," she replied carelessly. Rachel's eyes glew as turned the table I was on into a ball and chains that wrapped around my arms and neck. Next she used her powers to lift me and bring me into a small space ship. "Bye Jason." They waved at me tauntingly before the door closed.  
"You're a bitch," I told her. The ship took off and I couldn't do anything about it. I lost. Game over.


	5. In a Galaxy Far Far Away

This couldn't be happening. This had to be a nightmare. There was no way Reshef had just sent me out to an alien planet to be some sort of gladiator. I couldn't believe it. After everything that had happened I finally lost. Reshef won. I had to get back to Earth somehow. I couldn't let him win. But what could I do now? I was chained up with adamantium on a ship heading to who knows where. This was unlike any situation I'd ever been in before and I couldn't ask anyone for help. I had to think of some sort of plan. If only I could get loose, maybe I could redirect the ship. If only...

*Demstar IV* After what seemed like forever the ship landed. I only knew this because I heard a thud. I had given up trying to free myself a few hours ago and was now laying on the the floor the ship. I sat up as the door opened and a green alien in a horned helmet with some sort of clipboard walked into the ship.  
"This is it? I thought he'd be bigger," the guard told another on the outside. He grabbed the end of the chain and pulled me up. He led me outside onto a mountain where a blizzard was taking place, it was freezing. His partner looked almost identical to himself.  
"King Zelku says Reshef sold him and claims he that this mutant as they're called caused him a lot of problems. It must be dangerous," the other guard explained to the other.  
"What the hell are they talking about?" I wondered as they led me off of the mountain and into a desert. This planet clearly had a unique climate. It didn't just slowly change from hot to cold in areas like it did on Earth. Here it had just went from bilzzard to dessert instantly. I wished I had on more than my costume and street clothes considering how inconsistent this weather was. I was expecting a hurricane at some point.  
Soon we were in a meadow and could see a castle on the horizon. It looked medieval, like something out of Harry Potter. Then I started thinking, "What exactly am I being brought into? What's in there? And how was I supposed to get back to Earth from here?"  
The next few minutes seemed like hours. The gigantic wooden doors to the castle slowly creeked open before the guards pulled me inside. The inside of the castle actually didn't smell bad. It smelt good, like a bakery of some sort. I was hoping that was gladiator food I was smelling. The guards led me down corridor after corridor until we got to a large spiral staircase, they led me up it.  
Finally I was led into the king's quarters. He was sitting in a throne, waiting from the looks of it. "Is this the human?" he asked the guards. They nodded.  
He walked over to me and started to inspect me. He didn't say anything, just grunts and nods and headshakes. "He'll do," he went on. "Aracnor, is it?" he asked me in English.  
"Well I haven't used that name in a while. I don't like it too much either. Always seemed kind of lame if you ask me. Never was my choice," I smart talked my answer. It was probably a bad idea but I didn't think about it at the time.  
"Now now Jason... that is your other name, isn't it?" he asked without waiting for answer. "Jason, I'm not your enemy here. Reshef simply saw you as a problem and instead of letting him kill you I bought you so you could come here and fight as a gladiator for the entertainment of my people. Now it isn't as bad as you think. You'll be well accomadated. If anything this is a reward. And you'll be inspiring the people of my world through your bravery and strength. It'll almost be like Earth, possibly better," Zelku explained to me.  
"Right... so I'm just going to be a gladiator until I die? Is that it?" I asked.  
"It's possible. But you never know, you may learn to love it," Zelku told me.  
I was quiet. I didn't exactly know what I should say. I didn't think it was a good idea for me to tell him that I was planning on escaping somehow. I knew he wouldn't believe me but I didn't wanted to test it.  
"Now, there will be two fights today at high sun," Zelku started. "The first you will watch, the second you will participate in. I'd like to see you in action. Afterwards you shall be escorted to your quarters and provided a meal, so long as your opponent doesn't kill you, not that it happens often. It very rare does actually."  
The next ten minutes seemed to go by like a second for some reason. Zelku and his guards led me into the colloseum of the castle, it in the very back connected to the castle, technically they were two seperate buildings.I watched a green centaur battle against a cyborg. They didn't kill each other. I guess I could worry less about getting killed now. Next the guards unlocked my cuffs so I could enter my battle.  
Considering my very limited options, I jumped into the arena. As I did so a large lizard that looked to be made of stone walked into the arena. He looked vicious and had armor covering his shoulders and chest.  
"So you're the new guy?" he asked in raspy voice.  
"Yeah. Guess that's what you'd call me," I replied. From the fight I saw before I knew I didn't need to worry. We just needed to knock each other around a little bit until one of us quit or got knocked out. Easy.  
The ground opened up next to us and a shelf of weapons rose from it. There were spears, maces, axes, clubs, and swords. I reached for a club but the lizard knocked me out of the way and into the wall of the colloseum so he could grab the club I was going for. The shelf went back into the ground and closed again before I even had a chance to get up.  
"Oh yeah... ladies first, my bad..." I muttered as I got up. He charged at me and swung the club at me, I jumped out of the way and onto the side of the wall. I jumped off of it and drop kicked him in the face.  
He stumbled back but also managed to swing his club at me again and hit me. I was knocked against the wall again. I shot a load of web into his face, then a webline to yank the club out of his hands. I punched him in the face twice before I kicked him in the jaw. He recovered quickly and tried to grab me but I ducked out of the way and kicked his feet from beneath him and made him fall over.  
I picked him up and smashed his head against the wall continuously until he was out cold. I tossed him into the center of the arena. The doors on the other end were opened as two guards came in to pick up my fallen foe. I walked past them and out of the arena. A guard was waiting for me, he led me to my "quarters".  
I was shoved into a room with the centaur I saw before. The room itself wasn't horrible. It was clean and there were two beds and a tv(or at least it resembled one) against the wall. Not much else. There was a nightstand between the two beds. It kind of reminded me of a college dorm room of some sort. The guards closed the door behind me.  
"Umm... hi?" I introduced myself.  
"Greetings... I'm Orcos," the centaur rose from his bed to his full height(he must've been 7 feet tall, he was huge!) and extended his hand to me. I shook it.  
"I'm Jason."  
"What are you in for?" he asked.  
"Umm... kind of a long story. This alien, Reshef, took over my planet. He didn't like me too much, let's put it that way," I explained vaguely.  
"I see. I've heard of Reshef. I had no idea he took over planets. Only that he eliminates a species almost completely then takes the strongest of the remaining for his own," Orcos replied.  
"What are you in for?" I asked.  
"Well my species was in a cold war with the minotaurs. Then one day they finally attacked us when we were off guard. They sent me here when I failed to surrender to them, they weren't strong enough to actually kill me," Orcos looked at a desk between the two beds. He picked up a disc from it and clicked a button on it. "This is my family," he showed it to me. There was a female centaur, and a smaller male centaur. "They are dead now."  
"I'm so sorry for you," I sympathized.  
"It's fine... Galactus did it. He took my planet. It wasn't the minotaurs. I wouldn't be able to live with myself if it were them," Orcos told me.  
I searched my pockets until I found a picture. I forgot I had it, it was Miu. I showed it to Orcos.  
"Is this your mate?" he asked.  
"Yeah, except I haven't talked to her in over a year. After Reshef took over I ran away to keep her safe. I saw her right before I got captured... I'm not sure if she saw me but I saw her and tried leaving but got caught by Reshef after I killed one of his goons," I explained.  
"That's a shame. You must have cared deeply for her. I can hear it in your voice."  
"Yeah... I do... I told her we'd be together soon but every day that just becomes more and more of a lie," I put the picture down on the desk and looked at the blank tv screen. I started to worry about her. I knew Reshef had no idea I cared about her but still, if my clone somehow found out then she could be in danger. I couldn't let her be killed.  
I layed down on the bed and stared at the ceiling for a while. Finally the door re-opened. "Meal time," the guard told us.  
"What?" I asked Orcos.  
"Come on," he told me. I follwed him. The guards led us to a large mess hall. Orcos walked me over to another pair that we sat down with. One appeared to be male, I only say that because he must've been a robot of some sort since he had wires exposed on his arms.  
The other was a femlae with purple skin and dark purple hair and green eyes. She reminded me of a fox a bit and was wearing a lot of jewelery(bracelets, necklaces, earrings, no rings).

"This is Liarea and Threever," Orcos introduced me to the female and cyborg respectively. Then he turned to them and said, "This is Jason."

"Your fight was impressive earlier but your style was predictible," Threever told me.

"Thanks... I think," I replied.

"Don't mind Threever. _Everyone_ is predictible to him," Liarea said.

"Well that's a relief;" I said as I sat down and took a look at my food. It didn't look very appealing but at the same time it didn't smell that bad.

"I believe King Zelku's chefs know how to chemically alter the food to fit the needs of any species. It's completely safe," Orcos assured me noticing my aprehension about eating it. I took a bite and as Orcos said it was fine. It had a strange taste though. It was like I took a bite of fruit, meat, and bread all at once. I guess that's what 'needs of any species' meant. I took a sip of my drink. Water. I wondered if they'd give me any extra if I asked, it was the only thing that tasted normal to me.

"How long have you guys been here?" I asked.

"8 years," Orcos answered.

"3 years," Liarea followed.

"1 year," Threever finished.

"Has anyone ever tried to escape?" I continued.

"Yes, but they've all failed," Orcos said.

"Do you have a plan?" Threever inquired.

"No... not yet, but I'm gonna get back to Earth as soon as I can so if you guys wanna help we can get out together," I explaine my idea. The three of them nodded in agreeance.

The next year came and went leaving the 4 of us nowhere closer to escaping. Everything was the same every day. Wake up. Eat. Train. Fight. Eat. Back to Quarters. Sleep. Repeat. The only thing that ever changed was my opponent for the day. Orcos, Threever, and Liarea were all extremely skilled. I always had trouble with Liarea, I could never beat her.

I was getting more and more worried about Earth and what Reshef was doing to it. For all I knew he blew it up. I hated thinking about it every single day. I needed to think of a plan to get back to Earth but I had no ideas and neither did the others.

One day King Zelku called all of the gladiators to the arena but it wasn't for a fight. It was for some sort of announcement. "Gladiators, I've summoned you for an announcement regarding today's battles," he started. "There shall only be 5 fights, but these fights in order to win one combatant must die. That means you must kill your opponent at all costs. Hold nothing back."

Everyone was silent. I knew just about everyone here had killed someone before but this came as a shock. The whole time I was here I hadn't seen anyone die in battle. I wasn't ready to kill someone, at least not for no reason. It seemed like everyone else felt the same way, especially his daughter, Princess Luxzaria.

The only bright side to this was that there only going to be 5 fights, that meant only 10 out of the 100 or so gladiators would be fighting today. The odds of me having to kill someone were slim. Unfortunately for me luck wasn't on my side. I was picked for the last fight. Even worse it was against Liarea. She was my friend and I hadn't been able to defeat her yet.

"What are we going to do?" I asked Liarea as we watched the first fight.

"I'm not sure. I don't want to die but I do not wish to kill you either. You're a good ally," Liarea replied. The meathead I first fought had just torn a wing off of a guy who liked a zoo threw up on him. He had an assortment of wings, claws, tails, fangs, scales, feathers, etc. "I shall not hold back though, I suggest you do the same. I wish you luck."

DAMMIT! She was going to go all out on me. "Are you serious? What about the plan?" I demanded. Franken-zoo was now clawing at Meathead's face from the air and managed to blind him.

"The plan? The one we've been 'working on' for the past year. No offense Jason but it's not happening," she responded coldly. Meathead flailed blindly trying to hit Franken-zoo who was too high up for him to even reach. He was done for but he was too stupid to realize it as he paniced.

The next thirty seconds went by in slow motion. Franken-zoo flew down and swiftly slashed at Meathead's neck while avoiding his flails. Meathead was losing blood fast, it didn't take long for him to collapse and finally die. I stared at his lifeless corpse knowing that pretty soon either Liaria or myself would be just like him.

The next 3 fights all ended with the same result. By the time Liaria and I entered the battlefield the ground was soaked in blood. I took a lightweight sword and Liaria took a spear. I looked at her and waited for her to make a move.

Everyone waited silently anticipating our fight. Finally Liaria swung at me. I jumped back. She came at me again and again forcing me closer and closer to the wall until finally my back was pressed to it. I backflipped, kicking her jaw in the process and stuck to the wall 8 feet above the ground. I kicked off and swung my sword at Liaria but she had already sidestepped me and was going for a stab at where I landed. I pushed off of the ground with my free hand and moved forward out of the way of her stab.

"Come on Jason, stop running and fight me already," Liaria taunted me.

"If that's what you want," I replied as I landed and blocked lunge with my sword and shot a blast of webbing into her eyes with my free hand. She wasn't entirely thrown off by this and was able to knock me to the ground still. I shot a webline at her foot and yanked her feet out from under her. I grabbed her by the feet and threw her against the wall as she ripped the webbing off of her eyes.

I took my sword and stabbed her in the shoulder, knowing that blow wouldn't kill her. Liaria screamed in pain then slammed her head back and hit me in jaw. I stumbled back and was hit by kick to the neck. I fell to the ground and dropped my sword. Liaria grabbed it as I struggled to my feet and jumped at me. I managed to avoid getting hit in the chest but she still managed to slice my arm.

She came at me again but this time I was ready so backflipped out of the way. She followed and I rolled out of the way, grabbing her spear from the ground in the process. I used it to block her next attack at me then kicked her in the stomach. I stabbed her in the lower abs and she stabbed me right next to my heart. Too close for comfort. I had to beat her now. I had no idea how much longer I could fight like this or how long this would take to heal.

I let go of my spear and punched her in the face as hard as I could. Liaria flew across the stadium. As she got to attack me I was already getting ready to counter her. We met in the middle of the arena where I ducked under a punch she threw at me and countered it with a swift kick to the side. I shot a webline at her and yanked her back at me then punched her in the jaw.

Liaria groaned, "You finally let loose... good job."

"What are you talking about?" I asked her as I put her down. She collapsed to the ground.

"I knew you wouldn't give it your all against me unless I got you mad at me... it worked... now you can find a way out of here and save your home..." she looked up at me.

"I'm not killing you. You're my friend," I told Liaria.

The crowd became silent, waiting for me to do something. Finally King Zelku stood and told me, "Kill her."

"No. I beat her. I don't have to kill her and you know it," I replied as I turned around and walked away. The audience started cheering for me.

When I got out of the arena I was grabbed by two guards, as expected. I wondered what would happen next as they dragged me off.


	6. The Great Escape

I was thrown into solitary confinement for not killing Liaria. The dungeon I was kept in was dark and grimy. I assumed it was to crush my spirit. Considering the fact that they didn't kill Liaria my spirit wasn't going to be crushed very easily.

I had to have been down there for at least a few days. It got boring considering the only thing I could do was sit there and plan some miraculous escape and eat when I recieved my meals. Finally, after what I felt was close to a week, I had a visitor. Princess Luxzaria.

"Not that I mind a visitor, but what are you doing here?" I asked standing up.

"I meant to come sooner but father's servants are always watching me... and you," she replied.

"And you're visiting me because...?"

"Because you refused to kill Liaria and I find that honorable. You're not a killer, I can tell that much. My father used to be a good man but after he met Reshef he's become cruel and now he's having you murder each other. I can get you out of here... I know that's what you want," Luxzaria told me.

"Define 'out of here'," I replied apporaching the bars to my cell, now interested in what she was saying.

"Out of my father's kingdom. Off of the planet. Back to your home," she told me.

"What's in it for you?" I asked.

"Take me with you. I can't stand this kingdom anymore, it's changed too much. I have to leave," she replied. We continued discussing her plan and established that we would be able to help Orcos, Laiaria, and Threever escape with us. First she was going to have to convince her father to let me out of solitary confinement. Considering she managed to convince him to make the Kill-your-opponent-day a one time thing(for now) it seemed very likely that we would be escaping while Earth still had a chance of being saved.

I remained in solitary another 4 days before the guards released me for a battle. It was such a relief to be outside again. Being stuck in a dark cell for a week(at least I think it was a week) was annoying. After my fight I told Orcos about the princess's plan. At first he thought it was a risky plan but after I pointed out the fact that we didn't have any other plans after a year he agreed to go along with it.

The next six months went by relatively the same with the exception of Orocs, Liaria, Threever and myself planning our escape from Demstar IV. We just had to wait on Princess Luxzaria to pull through with her side of the escape and we'd be fine. The only problem was that we'd only be able to escape from King Zelku's kingdom in the beginning. It was enough but afterwards we would have to find a way off of Demstar IV and then plot a route back to Earth. Honestly I was starting to worry that it was completely destroyed by this point. I'd be gone for nearly 2 years now.

"I don't like this plan. I don't trust her," Liaria hissed the day we would put he first part of our plan into action.

"Would you rather me and Orcos go first then?" I asked. "We have to trust Luxzaria. Without her we'd still be where we were last year."

"Fine. We'll trust her. I just feel like she'll betray us... Threever, you're SURE this stuff isn't poisioned?" Liaria asked holding up a small vile.

"Positive. You remember my restart code?" he replied.

"Of course. Let's get ready for this then," she answered as the two set off to a different corridor. For today's battles King Zelku is having us fight in teams of two. I'm teamed with Orcos against Liaria and Threever, thanks to Luxzaria. We would give the audience their show just long enough for it to seem real then Orcos and I would claim our victory and allow Liaria and Threever to get out the kingdom.

Orcos and I waited as losers of the last battle limped out of the arena. We were up. Orcos took a bow and quiver of arrows. I grabbed the sword I'd always used. Liaria did the same with her spear. Threever took nothing. He was a cyborg after all. He had mastered quite a few fighting styles in addition to having an arsenal built into his body.

I charged the two as Orcos stayed back and aimed his bow at them. I shot a blast of webbbing at Threever and lunged at Liaria and slashed my sword at her. She blocked it with her staff. Threever shot energy blasts from his finger tips and destroyed the arrows and webbing before they reached him. I kicked Liaria in the stomach and swung my sword again. My sword grazed her arm, drawing some blood in the process. I diverted my attention to Threever who was giving Orcos a tough time.

"Switch!" I called to him as I threw my sword at Threever. He moved out of the way but I shot a webline at the sword and yanked it back, slicing Threever in the arm, causing him to spark. He shot an energy blast at me that hit me square in the chest and knocked me against the wall of the stadium.

"Don't be so predictible. Think outside the box," Threever suggested as he shot another energy blast that I proceeded to sidestep then jump over another that he sent after it. He continued sending energy blast after energy blast at me, giving me no chance to go for a counter attack without getting hit.

I took a quick glance at Orcos who was holding back Liaria's staff attack with his bow. I needed to try something new to get on the offensive. I jumped as high as I could into the air. Threever started sending energy blasts at me, as expected. I gripped my sword and started spinning it in front of me as I fell towards Threever. My plan worked, my sword acted as a shield against the energy blasts and, for the most part, protected me until I got to Threever and stabbed the sword through his chest and punched him in the face.

I noticed Orcos throw toward the center of the stadium so I kicked Threever in that direction as well. They hit each other. "Come on guys... stop dragging it out. It's time we get this show on the road," Liaria taunted us. That was the sign. Orcos loaded his bow with an arrow and I ran at them with my sword. Threever charged back and Liaria charged at Orcos.

The arrow hit Liaria in the chest. She stumbled and fell to the ground. "LIARIA!" Threever's attention diverted to his fallen ally. I stabbed him in the chest as well and he fell, sparking until all of his systems went dead.

"We win," Orcos said. Part one of our plan was complete.

*Later that night...* "I thought that Aracnor guy was against killing," one of the prisoners whispered as Orcos and I passed by on our way back to our quarters after dinner.

"Yeah, I could say the same about Orcos but I guess we were wrong," another whispered back.

"Looks like it worked," I said to Orcos as we were locked in our quarters and the guards walked away.

"It would appear so. I was worried I'd hit Liaria in a vital organ but I managed to get her just below the shoulder. She should be fine when she awakens," Orcos explained.

"Yeah, and Threever just needs to be rebooted. Now we just need to pull off the same trick and we'll be fine. At least with getting out of the kingdom..." I laid down on my bed and picked up my picture of Miu. "We'll be together soon..." I thought to myself. "I'll fix everything."

*1 week later...* Princess Luxzaria told us that she had everything set up for for Orcos and my own escape, as well as her own separate escape. This time we wouldn't be escaping at the same time because there weren't any more double battles planned for at least a month(an Earth month at least). First Orcos was defeated and "killed". I was amazed at how well the drug(?) Luxzaria had given us worked to make us look dead. I knew it was risky trusting that the drug wasn't actually killing us but it was a risk worth taking. My spider sense never went off around Luxzaria or the drug so it had to be safe.

Luxzaria and I had planned to escape together. She hired a Skrull to replace her so her father wouldn't become suspicious for a while. I took my serum and was beaten pretty bad in my fight from what I remember of it. On top of that Luxzaria told me that my opponent had continued to beat me even after my body had went limp.

I had woken up in a cave two days later where Orcos, Liaria, Threever and Luxzaria were waiting for me to wake up. Our plan worked. We escaped Zelku's kingdom by faking our deaths in battle. Now we just had to get off of Demstar IV and make our way back to Earth.

"Okay... so how are we getting off the planet now?" I asked as I got up and stretched a bit.

"I have another plan," Luxzaria told us.


	7. Preparations

Luxzaria, Liaria, Threever, Orcos and I spent the next week traveling to a place where we would be able to get a spacecraft from. Unfortunately Demstar IV's rapidly changing weather was just as random as ever. We'd walk in 100+ degree weather and suddenly find ourselves in raging blizzards where we couldn't see more than a few inches ahead of us. To make matters worse, the planet was pretty much deserted except for Delku's kingdom. We were starting to run low on food which worried me.

"Is it just me or do you guys see a light over there?" I pointed into the snow we would soon find ourselves walking into. Currently we were walking through a nice, warm meadow.

"I see it too," Orcos said.

"We're here that means. We'll be off this foresaken planet once and for all," Luxzaria exclaimed as we entered the blizzard. This was the worst blizzard we'd walked into so far. I felt my exposed skin starting to frostbite as we inched closer and closer to the light. I didn't see how anything could live in this. As we got closer I was able to make out the outline of what appeared to be a cabin. Were we really going to be getting a some sort of ship from here?

Luxzaria knocked on the door to the cabin. About a minute later a small man who reminded me of some sort of gnome cracked open the door and surveyed his visitors, "Luxzaria... I was wondering if you'd ever show up," he opened the door and allowed us inside. His cabin was small and humble. There was a fireplace with some sort of dog creature resting in front of it, a bed, a table, what looked like an armchair, and some sort of wardrobe. Clearly we weren't getting our ship from here.

"It wasn't exactly easy getting 5 people out of my father's kingdom, especially considering 4 of them were gladiators. It took some time. Nevertheless, we're here now and we need a ship," Luxzaria explained.

"Prefferably something fast. We need to get to Earth," I added.

"And you are?" he asked me.

"Aracnor."

"Rod. Now you're gonna have to tell me exactly what you want because all of my ships are fast," he told me.

"Something stealthy. And it needs a teleportation unit. Something we can use to get on and off of a planet without having to get too close to it. And it has to be big enough to accomadate a few dozen of us. Oh yeah, and some sort of weapons system, prefferably long range," I told him.

"Hmm..." he seemed to be thinking. "How is it you speak without a mouth?"

I pulled off my mask, "Were you paying any attention to what I said?"

"Of course," Rod replied. "Step this way."

Rod led us to the fireplace. He pushed on one of the bricks in the fireplace and it started to move to the side, revealing a staircase going down to some sort of basement. He led us down the stairs, his dog creature at his side, until we reached a door with a keypad. After punching in the code the door opened and we were in a hanger. Clearly the rest of his house was a decoy to throw off anyone who suspected him of having this type of technology under his house.

"I think this one should do," Rod stopped in front of a ship and began to admire it. "The Wing-Canon D40. She's got everything you asked for: speed, stealth, weapons, a teleportation unit, enough room for a small army. I coulda gotten you faster or more powerful ships but none of them accomodate more than half a dozen so this is your best pick."

"Guess we'll take it then," I said.

Luxzaria and Rod started to discuss the business matters of it and within a few minutes she paid him and we were in the ship being taught how everything works. It was a pretty simple concept, I got the hang of it pretty fast. So did Threever, it was like breathing for him. Orcos was the only one who seemed completely lost. His planet's technology for the most part was pretty primitive, at least for the centaurs. I guess it'd be something we'd have to teach him.

Knowing we were so close to getting back to Earth and stopping Reshef was slightly overwhelming. I'd been away for nearly 3 years, who knew what condition the Earth was in now? I tried not to think about it. The worst case scenario for me was getting to Earth and finding out Reshef killed or exiled and we had absolutely no way of winning with just 5 of us.

One of the first things we needed to do was get supplies. Extra fuel, food, weapons. Luxzaria wasn't sure where we could go for this but Threever was. There a planet near his homeworld where we could get some things called Nava XXI.

*Nava XXI* Threever was able to use some of the ship's computers to produce some money for us to buy our supplies with. I assumed this may have been one of the reasons he was sent to Demstar IV. We landed the ship on the outskirts of a city and walked down a street with an assortment of vendors and shops selling things. We decided that we would spend an hour shopping before returning to the ship.

I tried to figure out what I would need the most other than food. A new sword wouldn't hurt, I wasn't a fan of weapons but I figured it wouldn't be a bad idea to hold on to one just in case. I found a seller with some weapons and started to look them over.

While I was looking through the swords I noticed something. A bow. I remembered Kate. I picked it up and started to examine it.

"Ahh, I see you have an eye for craftsmanship," the shop owner said to me. "Most can't appreciate the power of a bow and prefer those fancy blasters but this bow is special."

"How so?" I asked curiously.

"It allows the arrows to target specific DNA. Basicly if you fire at someone and they move out of the way the arrow will follow them. Rather useful for jumpy targets," he explained. I looked at it some more before deciding Kate would find use for it when I found her again. I bought it and a sword from the store owner.

I ended up seeing another vendor who had something that caught my eye. It was a nanobot-based fabric. It reminded me of a mix between something that Mr Fantastic would make and a symbiote. I bought some figuring I needed a new costume anyway. Essentially after I designed my costume the nanobots would be able to form my costume after I release them from their case(I put it on a chain so I could disguise it as some sort of necklace).

I ended up doing the basic set up of my costume like this: The mask would be just about impossible to rip off of my face by someone else; it would be weatherproof for the most part; it could shoot stingers without webshooters; and it would be able to link up to whatever communication system we end up using when we get back to Earth.

A few weeks later we made it back to Earth's solar system. We slowed down the ship and stopped on one of Saturn's moons. We didn't want to get too close. Just in case.

"Threever, can you hack into Earth's satelittes? I need to know what's been happening during the past 4 years," I asked.

"No sweat," he replied. Threever got to work on the computer and moved at lightning speed going through every bit of information he could get his hands on. Within a matter of minutes he had found everything we could use and even categorized it. "We've got deaths, captures, and some stolen intell from Reshef's files;" Threever explained proudly.

I sat down at the computer next to him and figured I might as well get it over with and look at the list of deaths. I took a deep breath and opened it. "Ares, Wonderman, Sentry, Hank Pym, Mr Fantastic, Invisible Woman, Collosus, Cyclops, Emma Frost, Hulkling, Karolina Dean, Beast, Daredevil, Ms Marvel, Winter Soldier, Spider-Man." I stopped reading the list. It was overwhelming. They were dead. Some of them were my friends. Some of them were my role models. Some of them I didn't know. I looked down and closed my eyes, wishing I could unsee what I saw.

After I managed to compose myself I scanned over the list of captured heroes. It was about three times as long as the list of dead heroes. I was worried. We needed more than 5 people if we planned on taking Reshef down. I went through the hacked files from Reshef next. Info on the members of his army, locations to prisons and weapon storage, and a file on heroes he was trying to track down.

"X-Force?" I said outloud. I opened the file and stared at it. Looks like we were in luck. Wolverine put a team together and had taken down a number of Reshef's soldiers in the past 2 years. Wolverine, X-23, Warpath, Domino, Deadpool, Vanisher. It was a start. If only we could find them.

"Okay... I've got a loose idea of what we can do. We can send Reshef a message," I explained.

"A message?" Liaria asked unimpressed.

"Yeah. We'll break into his weapons' storage, steal everything, and leave the guards dead. I think that'll send him the message I'm aiming for," I explained.

Two days later Orcos, Luxzaria, Liaria, and myself found ourselves on Earth outside of the warehouse where everything was being held in the middle of New Mexico. Threever was still on the ship, operating our teleporters and hacking security for us. I was wearing my new costume that I designed to closer to Spider-Man's costume than my old one. One of the main things I didn't include was the webbing on the costume. It was just red and blue with a spider symbol on the chest.

"Okay... two guards. Super Skrulls..." I observed. From the looks of it one had the Sinister Six's powers and the other looked like it had Iron Man, Captain America and Thor's powers. "Shouldn't be too hard. Luxzaria, help me with the one on the left[Sinister Six Skrull]."

"Jamming their communication in 3... 2... now," Threever told us and signaled us we were clear to move in. Luxzaria and I moved swiftly towards our Skrull while Orcos and Liaria did the same. Luxzaria was using two tonfa blades and I was going in with my sword slung over my back. I shot a load of webbing at the Skrull's face and punch him hard in the gut as Luxzaria slashed both tonfas across his neck.

The Super Skrull swung an arm at Luxzaria who hopped back and tried to grab me with 3 of his mechanical arms that I barely managed to dodge. I'd never fought Doc Ock before and was wishing I had. Maybe it would have been a good idea to have shadowed Spider-Man a bit more often when I had the chance.

"Reshef, we have a perimeter breach. I think it's X-Force," he called over his communication headset, not knowing that his call would go unanswered.

"Sorry pal, but you've gotta deal with us before making any personal calls;" I said as I kicked him in the chin.

"Spider-Man's dead you phony!" he yelled as he shot an electric blast at me. I ducked under it.

"Doc Ock, Electro... who else?" I thought to myself as shot a webline at his legs and missed. Luxzaria tried to attack him from behind but his tentacles swatted her away.

"How long have you been here?" I asked as I drew my sword. "No one stays dead around here for that long." I swung at him with my sword but he turned his arms into sand and blocked the hits. 3 more mystery powers to find out about.

We needed a new stradegy. I jumped over the Skrull's head and made a run for the door of the warehouse. I sensed him flying at me(Vulture) and he had a horn on top of his head now(Rhino). I had to time this just right to work.

I dropped to the ground and thrusted my sword upward into the Skrull as he flew overhead. I cut a huge gash from the side of his chest down to his leg before he ended up crashing through the wall to the warehouse. I turned and saw that Orcos and Liaria who had dismembered their Skrull completely. Damn, they were good.

My spider-sense went off. I spun around and saw the Sinister Six Skrull starting to get up. He shot a blast of electricity at me that I sidestepped easily. I would have went for a counter attack but Luxzaria was already on it. She decapitated him after sneaking up on him from behind while he attacked me.

"Nice one," I said.

"Not something you expected from a princess, huh?" she replied.

We entered the warehouse and found the motherload. EVERY weapon I'd ever encountered or heard of was here from the looks of things. It was overwhelming. How were we going to get this out of here? We could always grab as much as we can, teleport back, leave it, and go back for more until we got everything we needed but that would most likely take too long. We needed something beter. We needed- "Leapfrog..." I gasped when I saw it in a corner behind an assortment of S.H.I.E.L.D. weapons.

"What?" Orcos asked.

"We're going to put as much as we can into that ship," I pointed to Leapfrog, "Then we're bringing it back to the Wing-Canon. Come on." We spent the next 20 minutes grabbing anything that I thought would be useful: Mandarin's rings, Hawkeye's bow and arrows, Captain America's shield, Patriot's shield, Punisher's guns, and a few of Iron Man's armors(Extremis, War Machine, Hulkbuster). So far, so good. If we kept this up we'd clean Reshef out in no time.

After we sent the Leapfrog back we started packing weapons into the X-Jet. It was the only other vehicle in here so after this one we'd have to carry what we could by hand but by that point I figured we would have everything we could possibly need. By that point I was wearing an Ant-Man helmet, a S.H.I.E.L.D. jetpack, and a variety of swords, knives, and guns. We had more than enough to supply an army. Perfect.

That night I was thinking about Miu. I wanted to see her again more than anything but I knew I couldn't. Not yet. I couldn't try contacting her or she'd be in danger. I knew that. After a while I convinced myself that going on Facebook to look at her picture wouldn't hurt. I figured a new social networking site would have taken its place by now anyway.

Sure enough, I was right. The most recent post on my home page was from 2 years ago. I went to my profile and immediately noticed something different. My relationship status said "Single" not "In a relationship with: Miu Sugimoto". My heart sank a little but I remembered it was probably for the best that she did that. We didn't need to have it on Facebook, I knew she still loved me. I clicked on a post she left me before Reshef invaded to go to her profile. That's when I saw it.

"In a Relationship with: Ryan Millar". She was with someone else. She'd forgotten about me. At least that's what it seemed like. I logged out, not caring anymore. The girl I loved wasn't mine anymore.

Our next step in defeating Reshef had two parts to it. One would be increasing our numbers. The other would be decreasing his. This one would require a lot more stradegy. Reshef's army was huge and scattered across the planet. We'd have to go after them one at a time. Like X-Force, who we would have to track down to join us. Pretty difficult considering they have a teleporter. They could be anywhere on the planet.

As I pondered this I remembered something: Wakanda hadn't been invaded. They could have gone there. Maybe. I knew it was a longshot but if Black Panther and Storm could help somehow, and I knew at the very least they could help with the final battles of the war, then I needed to talk to them. Immediately.

"Threever. I need you to get a communications link going. Wakanda, it's the continent Africa. I need to talk to the King and Queen;" I explained.

"Roger that," Threever replied.

After a few minutes of waiting a Wakandan appeared on screen, "Who is this?"

"Jason Wheeler," I answered pulling off my mask. "I'm a friend of the king and queen. I need to speak with them."

He stared at me for a while before replying, "Very well."

The next person I saw appear on screen was T'Challa. "Is it really you Jason?"

"Yeah. Reshef sent me off planet a few years ago. That guy pretending to be me is just a clone. The one that looks like a spider*;" I explained. "But I'm back now. I'm not on Earth but I'm planning a huge counter attack on Reshef. I have most of the weapons he confiscated. We just need more heroes."

* - See Chapter 4

"How many do you have now?" T'Challa asked.

"Five including myself. I met them while I was off the planet... I heard about X-Force. Do you have contact with them?" I asked.

T'Challa shook his head, "Unfortunately I do not. I know where a few are though."

"Great. Can you send me a list?" I asked.

He nodded, "Keep in touch." The transmission ended and Threever recieved the list of heroes that Black Panther knew the locations of. I looked it over. Nico, Molly, Xavin, Wiccan, Captain America, Luke Cage, Moon Knight, Ronin, Pixie, Surge, Cloak, and Dagger. This could work.

"Threever, can you teleport me to see Wiccan? He's an old friend and I wanna get someone before I go to sleep," I explained. It was 4pm where Billy was so I assumed he'd be wide awake. I, on the other hand, was dead tired since I hadn't slept since we got back to this solar system.

When I arrived on Earth we were at the base of a mountain. Apparently Billy was staying somewhere near the top. I started climbing and found ourselves at the peak of the mountain in about 20 minutes. I saw Billy meditating in front of a fire chanting.

"Umm... Billy?" I asked as I took a step towards him. I wasn't sure if I was allowed to break his concentration. "Billy?"

"I heard you the first time Jason," he replied. "I sensed you when you arrived at the mountain."

"You can do that now?" I asked.

"You'd be surprised what a few years of training and the Eye of Agamotto can do for you," he stood up and faced me. "You changed."

"Yeah... being on a different planet for a few years does that," I replied. "Look. I'm getting ready to launch a counter attack against Reshef and-"

"I'm in. They killed Teddy. I've been waiting for a counter attack like this to avenge him."

"He won't know what hit him."


	8. Rebellion

Jason Wheeler, aka Spider-Man, formerly Aracnor, here. I just recently got back to Earth from exile on an alien planet where I was a gladiator yet. I escaped with 4 other aliens and now we're planning a counter attack against Reshef. So far we've stolen back a large majority of the superheroes' weapons that were confiscated, made contact with Black Panther and Storm to join us later, and I've just met up with the Crimson Warlock, formerly Wiccan...

"How's your locator spell?" I asked. I knew I was sleep deprived at the moment and should probably just head back to the ship with Billy but I wanted to stop Reshef as soon as possible and that meant not sleeping a bit longer.

"Better than ever," he replied.

"Great," I smiled under my mask. "Let's find X-Force."

Crimson Warlock nodded, placed his hand on my shoulder, and closed his eyes. The next thing I knew we were in a desert, in the middle of a battle between X-Force and Ruin and Demise.

We wasted no time in joining the fight. I immediately shot a webline at Demise and yanked him back enough for X-23 to slash his neck. Crimson Warlock blast Ruin with a bolt of lightning giving Wolverine the opportunity to stab her in the stomach.

"And the calvary arrives!" Deadpool announced as he cut off several of Demise's tentacles. "The Crimson Warlock and Spider-Man 2.0!"

I shot two weblines at Demise's legs and yanked him off balance, giving X-23, Deadpool, and Archangel to attack Demise again. Domino, Wolverine, Vanisher, and Crimson Warlock worked on Ruin.

"Wheeler..." Demise growled.

"Hey buddy," I replied as I punched him in the jaw. I had never considered the idea of revenge before this point. I had the opportunity to get revenge against Demise and Ruin for the first time in my life. They were the ones who took my powers and started the domino effect that decimated the mutant population and I finally had the opportunity to get revenge against them. The thing that bugged me was that I wasn't a vengeful person. I made my decision.

I kicked Demise in the jaw and dislocated it. He howled in pain. "That's for taking my powers," I told him.

"Ooh, harsh;" Deadpool commented before he stabbed him in the back with his two swords. X-23 clawed his eyes out next. It was only a matter of minutes before Demise and Ruin were nothing more than a few dismembered pieces scattered across the ground of the desert.

*3 hours later on the ship...* I was still awake. I wondered why I wasn't that tired yet. Was it really the adrenaline running through my veins? Knowing that I was helping to reclaim the Earth one step at a time. I had just recruited the help of X-Force and the Crimson Warlock, I made an alliance with Wakanda, and I stole every useful weapon and gadget Reshef had in his possession. In my head I knew I should be tired. If only Vision was around. Too bad he was in one of Reshef's prisons. He had two of them. We needed to plan break outs for each one.

"Jason, I think you should sleep," Laura walked into the room whie I was on the computer mapping out the locations of potential allies.

"I'm fine," I lied.

"No you're not. I can tell you've been up at least the past 48 hours. You really should sleep;" Laura continued. "We can't defeat Reshef with an insomniac leading us."

"Fine. I'll try sleeping," I told Laura as I got up. She followed me and made sure I got in bed. I closed my eyes and tried to go to sleep. I layed there for 2 hours before finally falling asleep. For 3 hours. Good enough.

When I got up I organized pairs to go out and recruit the heroes we knew the locations of. I went alone, since there was an odd number of us, to find Shadowcat. She was in Illinois, near her hometown. Threever teleported me there.

I walked out of the alley I materialized in and across the street to the near empty diner Kitty was a waitress in. Isat down at a table at the far side of the restaraunt, away from the other customers, and waited for Kitty.

When she saw my face her reaction wasn't quite as I expected it would be. She looked scared, "I'll do what you want if you don't hurt any of these people."

"What?" I asked her. "Kitty, it's me. Jason."

"Yeah, I know. It was kind of hard not to notice you and Rachel killing-"

"That wasn't me. It was-"

"I saw. I was there. It was you but-"

"But it was a clone that Reshef made of me. He-"

"Then where were you all that time? How do I know that he really cloned you and that you didn't just switch sides? You could be-"

"Okay, stop interrupting," I told Kitty before taking a deep breath. Her face relaxed. "Reshef used the DNA sample he took from me years ago, the one he used to decimate the mutant population with, to clone me. He altered the clone, as you can see, and that's the guy you've been seeing with Rachel. He didn't let anyone know about my clone until _after_ he captured me. He sent to me another planet, sold me as a gladiator and I didn't break out recently. Now, I'm trying to stop Reshef. I'm gathering every last superhero I can find to take him down. Are you in?"

"Duh," she replied and smiled. "Joe, I'm taking my lunch break now!"

Kitty and I walked back into the alley I appeared in. "Scotty beam us up," I called Threever on my wristband communicator.

"What?" he inquired.

"Teleport us back to the ship," I said. I guess he didn't watch Star Trek.

We spent the next half hour waiting for everyone to get back with the new recruits: Shadowcat, Nico, Molly, Xavin, Luke Cage, Jewel, Pixie, Surge, Cloak, Dagger, Captain America, Ronin and Moon Knight. Everyone obviously wasn't the same. Luke Cage and Jewel had a daughter, three years old. Molly wasn't a little girl anymore, she was 17 and clearly had grown up a bit since we last saw each other. Captain America, wasn't Captain America, he was just Steve Rogers. On top of that he was paralyzed from the waist down. He couldn't fight. All in all though we had a solid line up. There were 25 of us.

"Wow, you sure did grow up since I last saw you," I commented to Molly.

"Yeah, well puberty..." Molly replied shyly.

"I'm sorry I was gone for so long."

"It's not your fault. I understand. I'm just happy that you're back now and we're a family again," she told me before hugging me. She was right. We were together again as a family. A two person family, but a family nonetheless. We were each others' responsibility.

"How are your powers? Did they get stronger or something?" I asked finally.

"Yeah! My super strength's like a thousand times stronger and I don't get tired at all after I use it _and_ I figured out this energy blast trick I have," Molly answered proudly.

"That's great!" I congratulated her. "Now all you need is a costume and a codename and you're set. Unless you still like the name 'Princess Powerful' that is."

"Hey! I was 12. I didn't know how stupid the name sounded," Molly laughed slightly. "What about you? Aracnor isn't exactly the coolest name in the world either."

"Well I wasn't the one who came up with it. The newspapers did. And I'm actually calling myself Spider-Man from now on," I revealed to her.

"Oh... well I wanna be Ms Marvel then."

"Molly, this isn't a game. I picked Spider-Man because he was a role model that I looked up to and he taught me a few things before he died. I'm honoring him by it."

"I looked up to Ms Marvel... And She-Hulk. But yeah, I wanna be Ms Marvel. I'll honor her. I promise," Molly explained. I let the thought digest for a few seconds before Molly said, "_PLEASE_?"

I smiled, "Why not?"

By the end of the week we had assembled a small army and had taken out 10 more of Reshef's soldiers. He had to have noticed us by now. He just didn't know what to do. He had no way of finding us. He thought we were still on Earth. Perfect.

My plan for our next move was a simple enough one. Divide and conquer. One team would go to one of his prisons and free the heroes there. The other team, or teams, I hadn't decided yet, would distract the bulk of Reshef's forces soemwhere else and hopefully take a large number of them out. Each team would have two teleporters in addition to contact with Threever on the ship to teleport them back. To make the teleportation process easier we built "anchors". Essentially these bracelets served two purposes. The main one was to ensure we would be able to safely return to the ship in the event of an emergency. If we pulled it off, we would instantly be teleported back onto the ship. The problem was it wouldn't bring anyone with us, it was mainly for if we were fighting and had no chance of winning. The other purpose was to enhance the teleportation capibilities of teleporters. It would make it much easier for them to teleport directly back to the ship and wouldn't require them to be touching those who they're teleporting with them.

I decided that my team would be the team that goes to the prisons and would consist of myself, Shadowcat, Crimson Warlock, Luxzaria, Ms Marvel, Wolverine, Surge, Deadpool, Armory, Xavin, Luke Cage, Multiple Man, Nightcrawler, and Psylocke. I tried to keep my team small but efficient. Optimisticlly I expected some of the prisoners to be able to fight once liberated. Our distraction teams wouldn't have any chance of backup though so they needed to have everyone they could get from the start.

"You ready for this Molly?" I asked her the night before we planned to make the break. She had been staring at her costume for a while. It was Ms. Marvel's original costume.

"Yeah... I'm just a little nervous... I can't believe we're saving the world," she replied.

"I know. It's... surreal. I was gone for so long... I haven't even seen a familiar place since I've gotten back. It's like I'm still on another planet," I explained. "It's going to take ages to get everything back on its feet after this..."

"It doesn't matter how long it takes as long as we do it. We can do it Jason. I believe in you. I think you know what you're doing, even if you don't realize it yet," Molly encouraged me.

*The next day...* "Everyone knows the plan, right?" I asked as my team prepared to be teleported to Earth. The other two teams had just teleported. "We go in, we break open every cell and get everyone out of their restraints or power inhibitors or whatever it is and we take out all of the guards and teleport back. If you're really injured use your anchor. Avoid it though. Teleporters: Warlock and Nightcrawler, get the prisoners back here ASAP. Most of them won't be in fighting condition."

"Teleporting Alpha Team to Reshef's prison in Seattle, Washington in 3, 2, 1..." Threever said as he typed in commands to the teleporter as Jewel and Cap watched.

The next thing we knew, we were inside the gates of the prison. Right in front of two guards. One was a lizard with two heads and six arms. The other was an eight foot tall rock golem. Perfect.

"Reservation for Avengers. Party of 14," Deadpool said before we lept into action. Deadpool, Luke Cage, Multiple Man, Psylocke, Luxzaria, and Xavin stayed behind to fight them while the rest of us ran to the cells.

Surge blasted the electronic lock to a few of the cells. I kicked in the door to one and ran in to what looked like an empty room until my spider-sense went off. I rolled forward and saw that Kate Bishop had attempted to hit me.

"Kate, relax! This is your rescue!" I told her.

"Jason?" she asked.

"I'll explain everything later, just move."

The next cell I opened up contained Tommy Shepard, aka Speed. Unlike Kate, who was simply left in her cell due to a lack of actual superpowers, Tommy had a power inhibitor collar on and was chained at the feet and hands. I wasted no time in pulling them off, "Follow everyone outside, we're busting out of here."

A few minutes later we had released everyone from their cells. The eight of us led the newly liberated heroes back towards the gates where the others were fighting the two guards when we ran into three more guards.

Wolverine wasted no time and quickly turned one inside out while Shadowcat phased out the vital organs of another and Armory shot an energy blast that disintegrated the last one. Based on how weak these guards were I could tell Reshef didn't expect this to happen. He didn't think we would be able to pull it off but we showed him that X-Force was just the beginnig.

When we got outside the others had taken out the two guards already. "Threever, get ready to get us out of here," I contacted him. Nightcrawler and Crismon Warlocke went on opposite ends of the huddle we had formed when suddenly my spider-sense went off. I looked back and saw 4 more guards rushing out and someone swing in on a web. My clone.

"Where you guys all going? The party's just starting," he told us.

"Threever... get _everyone else_ out of here. I've got something to take care of here," I corrected myself.

Threever hesitated, "Roger that." An energy glow started to form around the others as I stepped forward to face my clone and his lackies. There was a bright burst of light and everyone disappeared. Or so I thought. Ms Marvel had lept out of the range of Threever's teleportation at the last second.

"Thought I'd help even the odds," she told me.

I wanted to scold her but she had a good point. Two against five was a lot better than one against five.

"How cute. A Wheeler family reunion. Too bad I'll be killing the two of you," my clone taunted us.

"We'll see about that," I shot back at him as Ms Marvel and I clenched our fists and prepared to fight.


	9. Family Reunion

"How cute. A Wheeler family reunion. Too bad I'll be killing the two of you," my clone taunted Ms Marvel and myself.

"We'll see about that," I shot back at him as Ms Marvel and I clenched our fists and prepared to fight. I wanted to focus on just my clone but I was worried Ms Marvel couldn't handle four guards all on her own.

The guards were the first to move. They charged us while my clone stayed behind and watched. I sidestepped one and punched the other that attacked me. Ms Marvel shot a fuschia energy blast at one and kicked the other hard in the stomach.

My spider-sense went off as the guard behind me closed in to punch me. I spun around and shot a blast of webbing into his eyes then roundhouse kicked him in the jaw. I then pulled my sword from its sheath on my back and slashed at the other guard, cutting him across the chest. The guard I shot the web blast at had just pulled the webbing off of his eyes when I thrusted my sword through his neck. I didn't bother waiting to see if it killed him because I had to deal with my other guard first before my clone decided to jump in on the action, he was probably realizing that he would have to at this point.

Turns out I was right. My clone was moving in. On Ms Marvel. "MOLLY! Watch your flank!" I called to her as I slammed my fist into the other guard's face and ran to tackle my clone away from Ms Marvel.

"I'll take care of him! Try to hold those guys off!" I called to her as I punched my clone in the face.

"Do you really think this plan of yours is going to work Jason?" he asked me as he headbutted me in the nose. I released my grip on him. I jumped back and shot a webline at him but he moved out of the way. He was just as fast as me. I knew Reshef had made my clone stronger than me, at the time he took the sample of my DNA, but I thought I had gotten a lot stronger while I was on Demstar IV. I guess I didn't get strong enough. I needed to outthink him.

Aracnor(my clone) shot weblines out of each of his extra spider legs that were on his back, making it impossible for me to try getting close enough to him to hit him. I kept moving as I stradegized mentally.

"Know what I keep wondering?" Aracnor asked me as he caught my foot with a webline and I fell flat on my face.

"What?" I asked as I layed there a few seconds, waiting for my spider sense to go off.

"Why'd you bother with Kitty? Rachel's hotter. Stronger," he paused. "And less prude." He was trying to make me angry. He didn't know that Kitty and I broke up or that I had been dating Miu after. It made sense, my DNA sample he was created from was from when I was dating Kitty. Any memories he may have gotten from me would have stopped at that point.

"What can I say?" I started. "I guess I don't like redhead as much as you do." I quickly got up and spun around, shooting several stingers aimed at his six eyes. Two of them hit their targets. He screamed out in pain.

"Son of bitch! You'll pay for that!" He growled as he clutched his two eyes that I shot.

I glanced at Ms Marvel and saw her blast the head off of one guard and a hole through the torso of another. She could handle the last one no problem. Just like I could now handle my clone.

I shot a webline at him and managed to snag his leg when he tried dodging it. I yanked him towards me kicked him hard in the back. I didn't hold anything back. I kicked him again in the ribs, breaking them. I picked him up by the neck and punched him twice, breaking his nose. His spider legs hit me all at once and forced me to let go. He still had some fight left.

I shot some more loads of webbing at him and got him in the face. I charged him and tackled him to the ground, then grabbed and broke the spider leg that tried hit me. He screamed in pain but then started laughing. "Come on Jason... kill me. Prove that you're just as much a monster as I am."

"I'm nothing like you," I said as I broke his jaw. He was trying to play mind games. I refused to fall for it. I sprayed a load of webbing down his throat and got up turning to Ms Marvel who had just finished up her last guard. "Let's get out of here," I suggested.

After we got back we found out that my plan had went exactly as planned. Each decoy team had defeated two of Reshef's top soldiers. He was done for. He even confirmed it for us with his next news cast:

"It would appear that a team so-called Avengers has formed and as everyone is aware I banned superheroes from this planet a long time ago. Since these Avengers have become so skilled at hiding it is impossible to properly punish them so the citizens of Earth will be the ones to suffer. At 6pm tomorrow if the Avengers do not appear at Time Squre then I shall kill every citizen in an entire state for each day they do not show up. Until then."

"He's scared," I concluded.

"He didn't sound scared," Eli pointed out.

"Well he is. His army is basicly nothing because of us. He wants us all in one place so can try taking us out. He probably doesn't realize how many of us there are. We're gonna win this. We have to," I told him sternly. Clearly there were a few broken spirits that needed fixing.

"Look... I know this a lot to ask for Eli, I know Reshef's done a lot of damage, but the world needs us. It needs _you_ to be Captain America," Steve Rogers rested a hand on Eli's shoulder and told him this.

"Me?" he asked shocked.

He nodded. I left, knowing this situation was under control and only slightly worried about the ones I was about to run into.

I knocked on a door and poked my head into a room, "Kate?"

"Oh, hey Jase," she smiled half-heartidly at me. "Looks I'm back to mix and matching costumes."

"Sorry about that, we grabbed what we could from Reshef's warehouse."

"It's okay. I don't mind this. Really," she explained. She was wearing Black Widow's jump suit was holding Arachne's mask in her hands.

"Yeah, it'll due for now... I actually broguht something for you," I told her holding up the box I had in my hands.

"What is it?" she asked.

"Well you're our best marksman so I figured these would be best in your hands," I set the box in front of her.

"Guns?" she asked as she opened the box. "I don't use guns Jason. You know that. Guns-"

"Kill. I know. That's what we need. Just for now at least. You can go back to just a bow and arrow after we defeat Reshef but until then you're gonna need more firepower. Most of the bullets are coated with adamantium so they'll be able to take out just about any of Reshef's guys. Kate, please... just this once," I asked.

She stared at the guns then looked at me, "Just this once."

"Jason," Threever found me in the hallway as I walked around checking on people.

"Yeah, Threever? What's going on?" I asked.

"Two things. Come see," he pulled me by the arm and into the workshop he had set up in an unused room. I noticed he had Victor and Vision in the room as well. "Okay, well these two were both created by Ultron, you know that. What you didn't know though, is that they're meant to be one. That was Ultron's plan. Vision's CPU downloaded into Victor Mancha's body."

"Would it still work? I mean, Vision's CPU isn't in his body, it's in Iron Lad's armor," I pointed out.

"That's just a nice bonus," Threever smiled.

"Did you know about this Vision?" I asked.

"Yes. But without someone who has a thorough understanding of our technology, such as Threever, it could end disasterous," Vision explained.

"Yeah, he said it could wipe out both of our brains," Victor added.

"Are you guys letting him do it?" I asked. The two nodded.

"I know what I'm doing. Before you know it Victor will have all of Vision's knowledge and power as well as the Iron Lad armor. Think of it this way, it's just another upgrade. A dangerous but an upgrade nonetheless," Threever explained.

"Okay... just be careful. What was the other thing you needed to show me?" I asked.

"This," he ushered to an Iron Man armor.

"What about it?" I asked.

"I've created an AI for it," he stated. "Iron Man: online."

"I am Iron Man," the armor stated.

"Can we trust it?" I asked.

"Yep. I didn't do this in one night. I spent a lot of time in making it. I based his AI off of your friend, Captain America. He seemed like someone the people of your world admired," Threever explained.

"You can trust me," Iron Man agreed.

Part of me didn't want to and disagreed about the idea of trusting a machine but in reality he was no different than The Vision. I needed to keep that in mind, "Okay. I trust you."

*Later that night...* I sat down on my bed in my room and started staring out my window at the planets and stars. We were about to save the world. The reality of how close we were to saving the Earth was almost impossible to take in. One more fight. We just needed to win one more fight. I needed to make sure this happened. I needed to see Miu's face again, even if we'd never be together again I needed to see her again.

*The next day...* "Okay everyone. We know the plan. We can do this. This is it!" I started my speech to the Avengers army standing before me. "Reshef's army is only a fraction of what it once was. We've all lost people: friends, loved ones, family. Do it for them! Hold nothing back! We're the Avengers! Let's do some avenging!"

Everyone started to cheer. I nodded to Steve Rogers after the aplause died down and he hit a few commands into the computer to teleport us all to Time Square where we would battle for the fate of the Earth.


	10. The Final Battle

*Time Square, New York City* I appeared in an abandonned New York City, along with the rest of the Avengers Army I had created, in front of Reshef and the small army he still had left(Phoenix, some Skrulls, and a handful of assorted aliens whose races I couldn't identify). This was it. The battle for Earth.

"Avengers. I see you got my message," Reshef greeted us.

"What can we say? It sounded like a fun party," Quicksilver(Speed) said.

"This is actually your funeral," Phoenix corrected him coldly.

"Right..." I started. "Avengers... AVENGE!" I called the team to action.

I started fighting one of the Super Skrulls. This one was like the original Super Skrull, it had powers of the Fantastic Four. I dodged a fire blast and attempted to punch him but he raised a force field before I could. His shield was still up when my spider-sense went off though. It wasn't him. I was yanked away telekinetically.

"You owe me a boyfriend," Phoenix glared at me with glowing yellow eyes.

"Hey Rach... long time no see," I replied casually. "You do something new with your hair?"

She shook her disappointedly as she said, "You sure chose a nice time to develop a sense of humor." Out of nowhere she punched me in the jaw. She didn't have super strength but I was guessing she used some TK in the hit as well because my jaw hurt a lot.

"I didn't know that Reshef taught you to fight dirty... I mean come on, what chance do I have against you, Phoenix Force and all, when I can't even block a punch? Scared of a real fight?" I asked hoping my trick would work.

She hesitated, "Like I'm afraid of you. You're afraid of me, I can tell. It's all you're thinking about."

"Oh really?" she started to focus and strain until she realized she couldn't read my mind. The nanobots that made up my costume prevented her from getting inside my head.

"Joke's on you," I grinned under my mask. I headbutted her in the face and broke her concentration entirely, releasing me from her grip. "Come on Rach, you're supposed to be smart. You know that the good guys always win."

"ARRGH!" Phoenix screamed as a fiery aura in the shape of bird surrounded her body. She started throwing a psychic fire at me. I dodged them as best I could but still managed to get hit by two of them. I shot a webline at her but she burned it before it got within a few feet of her.

"It's not too late! You can be good again, Rach!" I tried to convince her as a fire blast flew past my head. I was getting closer to her now.

"What makes you think I want to?" she shot back. "After Reshef took me you guys didn't try saving me! You didn't go after me! You abandonned me!" she screamed and managed to knock me against a building with her energy.

"We didn't choose to," I struggled to my feet. "We couldn't track Reshef's ship. It would be impossible for us to find you... you could have been anywhere and we had to deal with the problem of the mutant decimation. You have to be able to understand that."

"No! I don't understand why my own father would abandon me!" she hurled two cars at me. I jumped over one and kicked the other in a different direction.

"If you guys REALLY cared then you wouldn't be the only one fighting me now!" she screamed as she held me in the air with her telekinesis. "You're just trying to save yourself... it's not working!" She slammed me to the ground then crushed a truck on top of me.

"Who said we didn't care? We're just running a little late for the class reunion, that's all;" Iceman said as he approached with Pixie, Surge, Rockslide, Anole, Mercury, and Collosus.

"Oh well. Looks like Jason got crushed for nothing," Rachel sighed casually.

"Good thing I didn't get crushed," I said as I phased through the truck with Kitty who had saved me. She waved at Rachel.

Phoenix looked at each of us.

"Come on Rachel... it's not too late. You can do the right thing," I tried to convince her.

"Even if I wanted to I couldn't! Not after what I've done," she said. As we tried to approach her the fire around her became larger. "I killed my father."

I knew Cyclops was dead. I didn't know that Rachel had killed him. Hearing her admit to it though was something else. Cyclops wasn't a very close mentor to me. I'll be honest about that but I knew he was to the others. He mattered to all of us. Finding a way to forgive her for that would be nearly impossible for them considering how much I was struggling to find something to say to Rachel.

"Reshef..." I tried to start. "He... he brainwashed you, Rach! It wasn't your fault!"

"YES IT WAS!" she screamed and sent debris flying in all directions, knocking the other X-Men away, except for Kitty and I who phased to stay in the same spot as we started. I nodded to Kitty to start moving.

"Rachel stop it!" Kitty screamed. "Just surrender now... give up and we'll fix this. I know we can't bring back Cyclops but it doesn't have to be like this!"

"SHUT UP KITTY!" she yelled and managed to unphase Kitty then cause her to collapse on the ground. She got inside her head. The flames burned but it wasn't real fire. I knew that much. I grabbed Kitty and moved her away from harm. We needed a new plan.

"Try distracting her... I'm gonna get close and try... something," I told Surge. Next I ran over to Pixie, "I need some help."

Surge sent a current of electricity at Rachel that didn't even get close to touching her. Rockslide and Collosus picked up a few cars and tossed those but they were disintegrated. "STAY AWAY!" Rachel yelled at us as she fell to her knees and covered her face in her hands. I noticed she wasn't attacking us as much. She was trying to keep everyone away.

"Just get me close to her," I told Pixie. She nodded and grabbed a hold of me before we teleported several times. I felt her let go and found myself in front of Rachel.

I was surprised to see that the fire wasn't entirely around her. There was a good amount of space for me to stand in front of her where there were no flames. "Rach..." I knelt in front of her and held her hands.

"Go away... I swear I'll..." she was sobbing.

I pulled off my mask. "Rachel, look at my face. It's me, Jason. I'm your friend... you saved me once, remember?" I titled her head up and forced her to look in my eyes.

"I... I..." she stammered. "I didn't mean to do this... any of this... I thought I was doing the right thing... but then the Phoenix Force... it made me do all those evil things for him..."

"It's okay. Look, I know you've done a lot of bad and evil things but it wasn't your fault. You can make up for it. Help us. It's not too late."

"Jason..." Rachel buried her face in my shoulder. "Beat him..." She screamed again and the flames and chaos around us subsided. She was unconscious. I picked her up and moved her to an alley where she'd be safe at. I then rejoined the battle that was ensuing.

Reshef's remaining soldiers were powerful. He knew this was coming. I thought we were weakening him and that this would be easy but it wasn't. He may have been outnumbered but he wasn't outmatched. Sure, we took Phoenix out of the battle and she was his strongest assett but the remaining ones were nothing to lightly.

"Shit!" Hawkeye said as we fought one of the Super Skrulls. This one was a mix of Spider-Man, Beast, and Wolverine.

"What?" I asked as I shot a blast of webbing at the skrull.

"My gun's out," she told me.

"Gimme, it's still got one more shot left," I told her.

"What?"

I grabbed it and threw it at the Skrull's head. It looked like it hurt him pretty bad. "See?"

It took a lot more than a gun thrown to the head to take down the Skrull but we managed to do it. The problem was it took a lot out of us. All of us. All of Reshef's soldiers were defeated but he was still standing and he didn't look tired at all.

"How are we gonna beat him?" Captain America asked.

"Teamwork... a lot of teamwork. Everything we've got left," I answered as I struggled to stay on my feet. Before I had a chance to say anything else Orcos, Liaria, and Luxzaria charged at Reshef. They started slashing at him with their swords and staffs but I noticed they weren't going for his actual body. They were going for his arms. Reshef managed to overpower them after a few short moments and sent them all hurtling to the ground one after another.

"Iron Men! Let's go!" Threever declared as he and Iron Man led an army of unpiloted and damaged armors at Reshef. A distraction. I ran to Orcos, who was closest to me, and kneeled next to him.

"Jason... he's vulnerable... you can defeat him now..." Orcos explained.

"What?" I asked. "What did you do? How can we kill him?" I asked.

"His shields and reabsorption ability come from gauntlets he wears. We damaged them. He won't be able to prevent you from touching him. He still has natural abilities but he's not a god... not anymore," Orcos explained before passing out.

I looked to Reshef who was swatting away armors like flies and knew that this fight wouldn't be easy. "AVENGERS! Those of you who can still fight assemble here!" I called.

Captain America, Hawkeye, Quicksilver, Scarlet Witch, Ms Marvel, Vision, Armory, Surge, Rockslide, and X-23 were the only ones able to make it over to me. Others attempted but were hit with scraps of armor that were thrown to the ground until finally Threever and Iron Man were defeated. Reshef looked weakened but no bout he was still powerful. I quickly explained a plan to my team and hoped it would work.

Surge, Armory, Vision, Ms Marvel, and Scarlet Witch started shooting blasts of electricity, energy, fire, and magic at Reshef. He managed to dodge it at first but was finally hit. After the expelled all of their energy Quicksilver grabbed me and I started shooting webbing as he ran me in a circle around Reshef. When we finally stopped I was ready to throw up from getting so dizzy but I knew that we had accomplished this part of the plan. Wrapping up Reshef.

I fell to the ground and lifted my mask enough so I could throw up while Hawkeye shot three adamantium tipped arrows at Reshef, Captain America threw his shield and Rockslide threw X-23 after them. The first thing to hit was the shield, in Reshef's neck. Next was the three arrows: two hit him in the chest and the other hit him in the forehead, right through the brain. Finally X-23 hit. She slashed at him and cut open his chest and pulled out a heap of organs then decapitated him. She threw the organs and head into a pile that was then zapped into dust along with the rest of the corpse by Surge, Armory, Vision, and Ms Marvel's combined attacks. Scarlet Witch cast a spell to make the remains disappear. Reshef was dead. The Earth was saved. We had won.

After defeating Reshef we had a lot of cleaning up to do. We needed to figure out how to re-organize the superhero community to prevent something like this from happening so we started working on what we called "Avengers International" which would basicly become the United Nations of the superhero community. The heroes of the U.S. met with the government to discuss the terms and conditions of what would happen with us and what would happen with the Superhuman Registration Act. Steve Rogers managed to talk them out of us being forced to reveal our identities and became the director of S.H.I.E.L.D. shortly after.

Orcos, Liaria, Luxzaria, and Threever reminaed on Earth, since they were either wanted on their home planet or their home planet no longer existed, and became a team of their own in Canada called "The Visitors".

Funerals were held for each superhero killed during Reshef's reign on the anniversary of their deaths over the next year. As deperessing as it was I knew it was what we had to do. We needed to say goodbye to the heroes that had gave their lives.

Stature, Armory, Xavin, and Komodo formed New York's Fantastic Four team. We had offered Stature a spot on the Avengers team for the U.S. but she refused. I guess she still wasn't ready to reconcile with the rest of the former Young Avengers. We had a similar rejection from Crimson Warlock who said he wanted to avoid the spotlight.

Shadowcat set up a new X-Mansion outside of San Francisco. Lucky for us we were a le to reverse Reshef's effects on the mutant population before we destroyed his ship. Hundreds of former mutants were re-powered and hundreds of new mutants had their powers manifest. We will probably still face the prejudices that we faced before but Kitty's strong. She'll be able to handle anything that's thrown at them and I'll be there whenever she needs me.

The Iron Man that Threever designed an A.I. for, Chase, and Old Lace moved to Japan and joined Big Hero 6, Japan's Avengers. I wasn't sure who the other three members were. I heard they were local heroes.

Captain America, Hawkeye, Quicksilver, Ms Marvel, Scarlet Witch, Vision, and myself formed the U.S. team that operated from outside of Miami, Florida. Rebuilding Earth's defenses and superhero community was a difficult task but we had managed the basics of it. All that was left now was to defend the Earth. It was our turn. We weren't the Young Avengers anymore. We're the Avengers. The second generation.

The End

**Writer's Note:** Thanks to everyone who read my story. I'm extremely happy to have finally completed Aracnor. I had the entire ending planned for quite some time, it was just a matter of writing it. I'd greatly appreciate it if you were to review my story and let me know what you thought and how many parts of Aracnor you read. I plan on writing some stories for the second generation and would love some suggestions. I'm most likely starting with The Avengers but if someone would like to see me write Fantastic Four, X-Men, Big Hero 6, etc. let me know. Once again, thank you for reading my story.


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